Daughter of the Oncoming Storm
by PurpleStormAngel
Summary: Lilly is the daughter of the infamous/famous Doctor. She survived the Time War and is no ordinary Time Lady. A choice has been offered and she might have to accept to save the people she holds most dear. Follows the whole way through the modern Doctor Who series with all companions and 4 and a half Doctors.
1. Chapter 1: Rose

**Daughter of the Oncoming Storm**

**AN: This is my first Doctor Who Fanfic so helpful comments would be greatly appreciated. In this story there are several hints of other TV shows and characters through them. Some are obvious and some are discreetly hidden. I am challenging you to try and find them all. **

**Disclaimer: I'm only gonna say this once. I DO NOT own anything except my OC Lilly. All the rest belongs to their respectful owners. I'm only playing around with the characters.**

**On to the story!**

**ALLONS-Y!**

**Chapter 1: Rose**

_"EXTERMINATE, EXTERMINATE!" _

"Wake up Lilly, come on wake up." A frantic Doctor cried, lightly shaking his trembling daughter, Lilly, from the middle of a terrible nightmare. A golden glow surrounded her as she thrashed in the Doctor's protective arms. Then the sobbing began, the thrashing stopped and the golden aura that surrounded her slowly dimmed. "Shhhh, shhh it's okay, it was only a dream," the Doctor whispered soothingly to a distraught Lilly.

"I, I dreamt of the Time War, the, The Daleks, and, and…" Lilly started sobbing again. The Doctor paled when she mentioned that terrible day. Lilly would often dream of the Time War and the terrible choice she was offered in the heat of battle. He pulled Lilly in closer, embracing her in a leather clad hug. After a while the Doctor let go of Lilly, who had calmed down by then, and leapt off the royal blue bedspread and on the plush pure black carpet. "I know what you need." The Doctor stated cheerfully, handing Lilly her dark purple star constellation pyjamas paints. Lilly blushed a little because she knew her father knew that she never wore pyjama bottoms to bed because she found them uncomfortable in this present regeneration.

"You need a cup of hot vanilla," He stated. Hot vanilla was a drink that she had when they went to the 51st century Venus and had absolutely loved it. Her father had learned how to make it so that he could give it to her whenever she had nightmares, which was quite often, he could give it to her to calm her down. Lilly quickly got dressed and they walked down the dark hallways towards the kitchen, the two time travellers.

The Next Morning

"You're going to like Vespador," the Doctor stated with enthusiasm. Lilly leaned against one of the railing of the TARDIS, watching her father, the Doctor tinker about with the controls and occasionally stroke a piece of their beloved time machine, nick-named TARDIS. Her physical appearance looked like that of a human teenager, around 14 maybe 15 years in age. She had a slim hourglass figure with long legs, slender fingers and long buffered fingernails. Her skin was tanned, the colour of caramel. Dark brown hair, the colour of roasted coffee beans flows down past her shoulders down to the small of her back in soft natural waves. She had a heart shaped face with high, angular cheekbones and soft lips. In this current regeneration, which was her first, she had a pair of vivid emerald green eyes with golden flecks that shimmered and glowed in the golden light of the TARDIS console room, framed in thick brown eyelashes. At this moment in time, they are watching the Doctor, her father, with keen interest on what he was doing. Lilly pushed up from her position on the railing, and took a few steps towards her father, who was lying flat on his back against the grating of the floor, looking up at a panel located under the main controls.

"Why?" Her one word question made the Doctor chuckle.

"You will have to see," he said vaguely, returning back to his work. "Can you hand me my sonic screw driver?" Lilly picked up the small object from where it was resting on top of a red lever. She studied it for a moment. Her father (and her) seemed the only people in existence with one. Most people she met who had anything sonic usually had something a bit more sophisticated then a sonic screwdriver. I mean who looks at a screwdriver and thinks "this could be more sonic". But hey, this was her father they were talking about and in his defence it was very handy for opening and locking doors and was very portable, so that was why her father built her one for her 100th birthday. It looked almost exactly like his but her outer casing was gold and the crystal at the end, which was used to buffer the raw sonic waves, was a fiery orange. She kneeled down to pass his one to him.

"Thanks."

The familiar whirring sound and a blue light shone from under the panel, indicating that the sonic screw driver was busy fixing whatever the problem was.

"Problem fixed, mostly." He jumped up and did a little victory dance. Lilly groaned and shook her head. He gave the TARDIS controls a pat and Lilly felt the TARDIS conscious spring to life in her mind. The floor shuddered underneath them, as the green column in the middle rose and fell in its signature way.

"Finally," Lilly sighed. "All of time and space here we come!"

The Doctor smiled at the teenager who stood in front of him. She was everything he could have wanted from his little girl. Excited about seeing the stars, polite to other kind alien races but sometimes a little hesitant about visiting new places. The Doctor was thankful that Lilly went through the attitude and sarcasm phase while they were on Gallifrey, so his wife could take care of it, because she was better than him on reasoning with their daughter. The Doctor's eyes darkened when his thoughts turned to Gallifrey and his wife but then he mentally shook away the painful memories and turned back to the TARDIS controls.

"I'm picking up something unusual," he glanced at the control screen. Lilly raised a dark brown eyebrow, staring at the illuminated display screen herself. The Doctor was right. Something unusual was going on.

She stood next to the Doctor, who had his face nearly on the panel. The reflection of the screen made his face have a strange blue tint. Lilly chucked.

"When the Doctor is involved, there's always trouble," she quoted.

"And most of the time, when you're involved, things never go to plan," he fired back cheekily

"Sometimes that is because your plans are rubbish," Lilly teased, then gave a fake scowl.

"Sorry." His unique and signature grin beamed at her. She dropped the scowl then said "I forgive you."

She turned, heading over to a tree-like supports in the TARDIS and perched on the fork part, her arms hugging the part in front of her, making sure she didn't fall out.

"Hmm," The Doctor pondered. Lilly watched the lines on his forehead became more visible and prominent, followed by a look of uncertainty that spread across his face.

He suddenly gasped and turned around to face Lilly, his face alive with excitement. His toothy grin becoming a prominent feature on his face.

"AUTONS! The Nestene Consciousness is hiding on Earth!" The Doctor exclaimed to Lilly, who started thinking. Lilly stared at one wall, her mind cogs spinning madly. Her eyes traced the circles on that side of the TARDIS, as her mind processed the new information. A smile graced her lips. She moved her head to look straight into the excited eyes of the Doctor "I bet the Nestene Consciousness wants all the smoke, oil toxins and dioxins in Earth's atmosphere," Lilly summarised, still looking at the Doctor. "It's feeding off them."

"Good thinking," The Doctor said to his daughter. "It must be using Earth after the war destroyed all its food stock. We just have to find out where it's hiding."

"That'll be easy enough for us. We're the Doctor Lilly duo."

Lilly grinned at her father's proud smile.

"Where?" She asked.

"Earth, London, 2005." The Doctor replied, looking at the control screen

"Let's go then," Lilly stated, excitement colouring her tone.

"Are you sure you want to explore Earth dressed in that?" The Doctor asked. Lilly looked down at what she was wearing. An oversized plain black t-shirt and her dark purple star constellation pants. Her pyjamas. "Oh," she said then ran away to get dressed.

Lilly telepathically asked the TARDIS for the shortest way to her bedroom. She ran off down a corridor and found her bedroom door at the end. Lilly swung the electric blue door open and raced to her wardrobe. Pulling out her signature outfit, in dark blue, she stripped off her PJs and put on a basic black bra and matching boyleg underwear. Next she pulled on her mid-thigh length navy blue layered skirt and midnight blue fitted tee with a scoop neck and a leafy pattern printed on the left side in royal blue. Lastly she zipped up a pair of ankle length black leather boots, with small golden studs on them. Her father had brought them back from Earth a few regenerations ago. The jewellery that Lilly was wearing was a pair of gold star studs and a gold Gallifreyan letter `L'. As she left the room she pulled a worn black leather jacket over her t-shirt then checked her pockets to make sure she had everything she needed and make her way back to the control room, tying her hair up in a French braid as she went.

"Better?" Lilly asked the Doctor as they walked over to the TARDIS door.

"Much."

"Right," he said, standing by the door. "You know the rules."

"No running off. No changing history, unless you say so. No drawing attention to myself. I will be by your side at all times." Lilly recited off by heart. She slipped her fingers into the Doctor's hand and he gently gripped her hand. Lilly always held the Doctor's hand while they were first discovering a new time or planet. He was very protective of her. After all she was his little and only girl.

The TARDIS doors swung open to welcome them to Earth, London, 2005.

"Welcome to Earth." They were on outside the back of a dirty department store. There were rusty bits of metal and litter gathered in mounds all over the place.

"We'll this is…" she struggled to think of a word that was honest but wasn't too judgemental. "…Different"

"Give the human race a chance. They haven't even learnt that alien's exist yet. They still need a few thousand years before they're civilisation starts to take on its full potential. Can you trust that this is a good planet?"

Lilly nodded slowly. The planet looked kind of undeveloped but she had learnt not to judge planets by their looks. She had been to ancient Egypt before. Compare it to now and the human race was definitely more developed.

"Now let's find us some living plastic." The Doctor grinned and he and Lilly waved their sonic screwdrivers around in the air, playing close attention to the readings on them. Moments later Lilly smiled and the Doctors grin grew and they looked at the department store in front of them.

"The signal is coming from in there," The Doctor said. He pulled on Lilly's hand and they raced off. "Can I do it?" Lilly pleaded to her father.

"Alright then," He pouted. The expression on his face was like a child who had just been told that he couldn't have another cookie. It was so comical that Lilly burst out laughing. The Doctor then joined in laughing, until they were both gasping for air. Lilly wiped the tears of mirth from her eyes then raised her sonic screwdriver to the back door. The door slammed open, with a large clank as it hit the concrete walls inside." This way." The Doctor pulled Lilly along a narrow corridor that stretched out ahead. There were a few doors placed randomly along the walls. A couple of light bulbs hung fragilely from the ceiling, enhancing the shadows, giving the whole place a damp, uninviting and even spooky vibe. Lilly shivered and gripped the Doctor's hand tighter. 'Spooky,' Lilly thought.

"They're around here somewhere. I can sense them. Can you?" The Doctor asked Lilly. Lilly closed her eyes and opened her mind. She could feel something coming steadily nearer. She turned quickly, dodging the hard blow to her shoulder from the Auton behind her. The Doctors hand tightened round Lilly's and he pulled her away down another narrow, dimly lit corridor, away from the advancing group of living plastic dummies who, for some reason, wanted to kill them. They ducked round a corner, as the Autons kind of waddled right past them. The Doctor peered out, watching as the Autons headed away from them. He gently pulled Lilly out from their hiding place and down the corridor, away from the Autons. They turned onto another corridor, but this one has some distinct differences from the other. One: the corridor was better lit and didn't have the same spooking feeling. Two: a man lied on the floor of it. He looked in his 50's maybe 60's with light grey balding hair, grey stubble and was wearing a royal blue boiler suit without the face part on. The Doctor released Lilly's hand and walked forward before crouching down beside the man, checking his pulse. "He's dead, I'm sorry" he uttered quietly. Lilly stooped down beside him and closed his eyes then whispered a Gallifreyan prayer. A silence spread through the hallway as if a sign of respect. This was quickly broken by the Autons appearing at the end of the corridor.

"Come on Lilly, let's head to the roof," the Doctor spoke then grasped Lilly's hand. The Autons made the escape quite hard. They had to turn down the wrong corridor a few times, in a hope to lose them. It was like a rabbit warren down here, in the basement. Finally they then found themselves in a small room directly off of one of the corridors, hidden from the Autons. "Did you hear that?" Lilly breathed quietly. She tried to calm down so her breathing was quieter, scared it would give away their hiding place. "What, the Autons?" The Doctor asked, getting ready to run.

"No, I think I heard a voice." The Doctor frowned at Lilly, not sure if she was telling the truth.

"There it is again. Can you hear it?" Lilly asked. The Doctor cocked his head to one side, listening hard. Now he could hear it. He pulled her hand and they run again, the noise getting louder. It sounded like a girl. They came to a stop somewhere along one of the corridors. Then the Doctor saw the girl. She looked late teens, early 20's, with long blond hair, lightly tanned skin and wearing a baby pink tank top under a dark pink hoodie with black sweat pants. Lilly quickly scanned her mind to discover the girl was called Rose Tyler, she was 19 years old, and lived with her mother, Jackie Tyler in a flat in London. He grabbed Rose's hand with his free one.

"Run." Her father shouted to the Rose. An Autons arm went crashing into the concrete wall as they fled away. The three of them ran down a corridor. Then they reached a dead end. They then found themselves backed up against a metal door, with the sound of the living plastic dummies coming closer. The Doctor whips his sonic screwdriver out of his inside pocket of his leather jacket and the door opens into a lift. They jumped inside, narrowly avoiding the Autons. Only a plastic arm managed to get into the lift. The Doctor grabbed it and it snapped. He smiled in success and chucked it to Lilly.

"You pulled his arm off." Rose spoke. Lilly could feel her fear. 'Poor Rose,' she thought. 'She hasn't met anything supernatural or alien before now.'

"Yup," the Doctor replied. His arms where folded as he watched Lilly examine the arm with her sonic screwdriver.

"It's not alive anymore," Lilly said and chucked it to the Doctor, who then chucked it at a terrified Rose.

"Oh, very clever, nice trick, who are they then, students? Is this a student thing or what?" Rose questioned.

The Doctor looked puzzled. He looked at Lilly as if he thought he had missed something. Lilly mouthed "inexperienced" at him.

"Why would they be students?" The Doctor asked, curiously

"I don't know!" Rose fired back

"We'll you said it, why students?" Lilly asked, intrigued but also sympathetic.

"Cos..." Rose looked at the two other people in the lift as if they were mad. Lilly inwardly chuckled at her expression.

"To get that many people, all dressed up and being stupid, they've got to be students." Rose reasoned.

The Doctor smiled. Lilly saw he liked her. She liked Rose too. She was very level-headed.

"That makes sense. Well Done." The Doctor replied.

"Thank you," Rose replied, not sure what else she should say. She was still standing at the back of the lift, holding the lifeless plastic arm.

"They're not students." Lilly added kindly.

There was a ding, indicating that the lift had stopped. The doors slid open and the Doctor took Lilly's hand. They walked outside, followed closely by Rose.

"Mind your eyes…" Lilly warned Rose. She instinctively looked away as soon as the Doctor's sonic screw driver started working on the metal doors.

"Who are they?" Rose asked.

The door opened and the Doctor pulled Lilly along.

"They're made of pure plastic, living plastic creatures, and they're being controlled by a relay device on the roof, which would be a great problem IF…I didn't have this-" He produced a home-made bomb from his pocket. Lilly had made it for a science project that her father had got her to do, educational purposes only. Kind of.

"So me and Lilly, are gonna go upstairs and blow it up and we might die in the process but don't you worry about us, no! You go home, go on, go and have your beans on toast." Lilly chuckled at her father's joke. The Doctor then proceeded to pushing Rose, gently, out of a fire door.

The Doctor began to speak, "Don't tell anyone…

"…anyone…" Lilly added, nodding to confirm what her father said.

"...about this, cos if you do, you'll get them killed."

The Doctor slammed the door in Rose's face and smiled at his daughter. He then opened it again, revealing Rose, who still stood there, almost in shock.

"I'm the Doctor, by the way, and this is my daughter Lilly. What's your name?" The Doctor asked, cheerfully.

"Rose" Rose said in shock. Lilly, of course, already knew this.

"Nice to meet you, Rose" The Doctor said in the same tone as before.

He waved the bomb about.

"Run for your life." He slams the door shut again and the grabs Lilly's lower arm.

"Right, now where we're we." He looked down at the bomb in his hand. "Blowing the Autons to smithereens,"

They ran down a corridor that headed back down into the depths of the dinghy department store.

"We have about 2 minutes to get out of here once I set the bomb. Better hope the Autons don't get hold of this though." The Doctor stated seriously.

"What happens if they do?" Lilly asked fearfully.

"They will destroy it, and then they'll go out into the world spreading evil, killing and doing anything to bring the human race to an end. Even your regular sprite bottle could end up being your killer." He spoke as if this was normal conversation that he was having with his normal human daughter.

"I never did like bio carbon glucose. It gave me stomach cramps," Lilly stated as she leant against a concrete wall, arms folded, waiting for her father to finish preparing the bomb. She would have liked to help but it was a one person job.

"Right, two minutes and counting." He grabbed Lilly's hand. They fled from the bomb down some stairs and out the door they had originally entered from. The TARDIS stood unnoticed; in the spot the Doctor had parked it. They walked into the blue police box and Lilly slung off her jacket and then hung it over the railing.

"So now what?" Lilly asked her father.

"We have to find the Nestene Consciousness. It's still out there. Those where just its puppets. Might take a while, though, controls are acting up again," He said

"Can I help?" Lilly asked.

"Nah I need to sort out the time vortex shielding, and the inter dimension tracking under the consoles, it's quite a complex procedure," the Doctor answered

"Well then I guess I can check out the entertainment of the 21st century." Lilly tuned one of the control monitors onto a channel. The screen showed some sort of human level animation. Nothing like what she had been used to. It was about a clever mouse outwitting an idiotic cat, which was always trying to kill the mouse. It was less revealing than ancient Egyptian entertainment and was quite enjoyable.

Many hours later The Doctor had managed to fix whatever was wrong with the consol. The TARDIS had tracked a signal to a block of flats, where Rose and Jackie Tyler lived and was where Lilly and The Doctor were standing. They walked up the cold concrete steps. The Doctor kept a close eye on his sonic screw driver, as it flashed, indicating where to go. Lilly's sonic screwdriver did the same. As they got closer to the source of the signal their sonic screwdrivers flashed more frequently, until they reached a single orange door. The Doctor knelt down to the cat flap and the sonic screw driver sprang into action, loosening the nails.

"What on Gallifrey are you doing to the small door?" Lilly questioned.

"I'm taking a peak," The Doctor said. "Stupid things been nailed shut."

"Probably to stop nosy neighbours or nosy Time Lords peeking through it." Her father suddenly stood up, as the door sprung open and revealed Rose. She was wearing something completely different from last night. Rose was wearing a white camisole under light grey long sleeve shirt with circular patches cut out on shoulders, navy blue skinny jeans and old white sneakers

"What are YOU doing here?" The Doctor questioned.

"I live here." Rose answered matter-of-factly

"Well what do you do that for?" The Doctor replied. Lilly watched their exchange, humour clear in her emerald eyes.

"Because I do. And I'm only at home 'cos someone blew up my job." Rose stated, looking at the Doctor and Lilly with blame in her eyes. Lilly hung her head shamefully and guiltily replied "Sorry about that." She quickly glanced up and saw that Rose was smiling and mouthing the words "its okay". Lilly smiled back. The Doctor looked puzzled. He raised his sonic screw driver, expecting to see it broken or something. Lilly checked hers. Nope, not broken.

"We must have got the wrong signal. You're not plastic, are you?" The Doctor tapped Rose on the head. Rose looked startled then glared at the Doctor. Lilly just rolled her eyes at his childish antics.

"Nope, Bonehead. Bye then. Come on Lilly." They began to walk off. Rose grabbed each of their arms and pulled them inside her flat.

"You two, inside, now!" Rose commanded.

Rose shut the door and Lilly turned around to look at Rose. She had expected this ever since they arrived at Rose's flat. She was owed an explanation and from Lilly's viewpoint Rose was not going to take no for an answer.

Rose began to shout to someone in the flat. Her mum, Jackie properly.

"It's about last night, he's part of the inquiry, give us ten minutes." Rose yelled.

"Who's the teenager then?" An older blond female, Jackie asked. Jackie looked late 30's early 40's and she had blond hair like her daughter. The only thing Jackie was wearing was a baby pink satin dressing gown.

Lilly leaped in before anyone else could speak. "I studying to be a police officer/detective at college and my dad is a police officer so I'm here for the work experience."

"Yeah I'm training her up to be the best of the best, just like her old dad," the Doctor added, backing up Lilly's story.

Jackie seemed to buy it and with a quick scam of her mind Lilly found she did.

"She deserves compensation," Jackie stated.

"Oh, we're talking millions." The Doctor replied with a grin on his face. Lilly almost burst out laughing at look on the Jackie's face at the Doctors reply. From what she had read in Jackie's mind, she wasn't as intelligent or level headed as her daughter. Lilly followed Rose down the short hallway into the small living room. But she turned back before reaching her destination, noticing her father wasn't following.

"There's a strange man in my bedroom," she heard Jackie say to her father from the hallway. Lilly gagged. Jackie Tyler flirting with a 900 + year old Time Lord, who was also married and had a 140 year old daughter.

"Yes there is." Her father's voice could be heard. She chuckled at the sound of her father rejecting the pickup lines.

"Anything could happen." Jackie said again.

"No." The Doctor appeared and walked up to Lilly, taking her firmly by the arm and escorting her to the living room, in search of Rose.

"Don't mind the mess, coffee?" Rose asked, going into the kitchen.

"Might as well, thanks, just milk," the Doctor replied

"Lilly would you like a drink?"

Lilly looked up at her father 'Help' she telepathically asked him.

'Ask for a peppermint tea with 3 sugars,' the Doctor telepathically said back. Telepathy was a slightly uncommon skill that some Time Lords and Ladies possessed. The Doctor had this ability and Lilly inherited it from him. It used to drive Lilly's mother mad because she didn't have telepathy and the Doctor and Lilly did. Lilly first found out that she had telepathy on her 100th birthday when she guessed exactly what her mother was thinking.

'Thanks,' she telepathically thought, then relayed the information to Rose. Rose went into the kitchen and began to talk.

"We should go to the police. Seriously."

In the living room The Doctor completely ignored Rose and picked up a 'Heat' magazine then began flipping through the pages. "Huh!" He took a few paces towards her and tilted the magazine in Lilly's direction, to show her the picture. She glanced at the picture, rolled her eyes then looked away and pulled out a small sketch book, A5 size, and a green HB pencil out of her outer left leather jacket pocket and began to draw.

"That won't last. He's gay and she's an alien." The Doctor stated. Lilly paid the Doctor no attention. The Doctor closed the magazine and threw it down on the coffee table, replacing it for a book. In the kitchen Rose carried on talking.

"Cos it said on the news, they found a body. I suppose that's Wilson. I didn't really know him, but all the same." Rose said from the Kitchen

The Doctor flicked through the pages of the book, then passed it to Lilly, who had finished doing her drawing, while saying "Aah, sad ending."

"Spoilers," Lilly stated, before doing the same as her father just did and flicked through the book. She placed it back onto the table as she finished it. The Doctor was right. It was a sad ending. Her father was now looking at an envelope.

"Rose Tyler," he read.

Lilly sighed, then reasoned "Who else could it be for, apart from Rose or Rose's mum?" But the Doctor wasn't listening. His attention was caught by a mirror. He turned to Lilly and shrugged.

"Could have been worse. Look at the ears." He said tugging on his ears while admiring his reflection.

Lilly giggled at his actions. "At least you don't have two heads." The Doctor smiled at his fortune. He moved his hand to pick up a packet of regular playing cards.

"Pick a card," he offered the pack of cards, pattern or backside facing up to Lilly, who obliged and took a card. She looked at the card, memorised what it was then replaced it in the pack, backside facing upwards.

"Luck be a Time Lady…"he uttered then the cards flew everywhere.

"…Or maybe not." Lilly just smiled and shook her head slowly.

Rose's voice was still drifting into the living room from the kitchen, the Doctor didn't take any notice of her but Lilly tried to. Only if the Doctor stopped distracting her. "He was nice though, and he was a nice bloke. We owe it to him. If we are gonna tell the police though. I want to know what I'm saying I want you to explain everything." Rose said from the kitchen, totally oblivious to what was going on in the sitting room.

The Doctor and Lilly both stopped doing what they were doing and frowned at each other because they both heard a noise.

"What's that then…?" The Doctor asked, looking behind the couch.

"Maybe she's got a cat." Lilly shrugged, not really believing her own words.

"Have you got a cat?" The Doctor questioned Rose.

"No. We did have. Now we just get strays, they come in off the estate." Rose answered.

Suddenly Lilly saw something move in the corner of her eye. It leaped for her, but Lilly swerved out the way just in time. The plastic arm, which was now alive, went lunging into the Doctor instead. It grabbed his throat. Lilly pulled out her sonic screwdriver then sighed, exasperated. The Doctor had never gotten round to installing the app that blocked the signal from the Nestene Consciousness to the plastic manikin arm. Then she used her Time Vortex powers to stop the arm moving because she froze time and space in a tiny bubble around the arm. The Doctor fell on the floor, the arm frozen in mid-air. Rose came in with the coffee, catching the end of the battle.

"I told Mickey to chuck that out. You're all the same, give a man a plastic hand and off he goes." Lilly gritted her teeth and concentrated harder on freezing the arm. It usually didn't take this much effort to freeze something. Maybe the signal from the Nestene Consciousness was blocking her somehow. She had never experienced this before. The arm was frozen so close to the Doctor that half of him was frozen too. Well just his head. A golden glow appeared around her and her eyes filled with gold. Rose didn't notice, she was too busy pouring coffee and tea.

"Anyway, I don't even know your name, Doctor what is it? Rose asked, setting down the coffee and tea.

The plastic arm started inching towards Rose as the frozen time field started to dissolve. Lilly couldn't hold the frozen time field any longer so she was force to let go. Unfortunately it was aimed at Rose and started attacking her.

The Doctor stood and grabbed the arm that was now tightly locked on Rose's neck, strangling her. The Doctor produced his own sonic screwdriver out of his inside pocket, the same place where Lilly kept hers. He tapped it against his hand, and it hit the right note causing the arm to stop its attempt at suffocating Rose.

"It's all right. We stopped it." The Doctor stated. Lilly nodded, and then promptly passed out. The Doctor leapt up and caught Lilly before she hit the ground.

"Is she alright?" Rose asked with concern.

"Lilly is not used to using that much effort to control the energy away from the Time Vortex, she will be fine in a few minutes," the Doctor said then lay Lilly down on a couch. The now lifeless plastic arm lay discarded on the floor. The Doctor picked it up then threw the arm to Rose and started talking again.

"There you go, see? Armless." The Doctor grinned a his joke

"D'you think?" Rose asked, before hitting him with the arm.

A couple of minutes later Lilly regained consciousness. "Lilly are you alright?" Rose asked kindly.

"A little bit woozy but that will go away in a bit," Lilly answered before standing up, using the Doctor as support.

"Come on Lilly, we'd better go," the Doctor said, taking the plastic arm back from Rose and supporting Lilly out the door. They left a stunned Rose in her living room. As they headed back to the TARDIS, they were quickly caught up to by Rose.

"Hold on a minute, you can't just go swanning off-"

"I thought we got rid of you," Lilly joked with a smile. She was no longer leaning on the Doctor for support. Rose smiled back. "And yes, we can. Here we are, this is us, swanning off, see ya." The Doctor hooked Lilly's arm, around his and escorted her to the TARDIS.

"But that arm was moving. It tried to kill me. Then Lilly froze it or whatever she did that made her pass out" Rose stated.

"Ten out of ten for observation," The Doctor said to Rose.

"Brilliant Deduction, if I do say so myself," Lilly said, quoting a famous high functioning sociopath, who of her favourite consulting detective.

"You can't just walk away! That's not fair, you've got to tell me what's going on-" Rose argued.

"No we don't," The Doctor said turning round. Lilly stopped and because they had their arms linked her father stopped as well.

"Prove that you can understand what is going on then we'll tell you." And with that they left. Rose followed them. 'Humans are too curious for their own good' Lilly thought. They have to know everything that is going on around then. You could leave an old fashioned police box standing on the corner of a street, and they wouldn't ever so much as notice it. But as soon as living plastic shop manikins attacks them, they want answer. OK, they had the right to know, but only if they could understand it.

"All right then. I'll go to the police!" The words called after Lilly and the Doctor. "I'll go to the police! I'll tell everyone! And you said, if I do that, I'll get people killed, so! Your choice. Tell me, or start talking," Rose threatened. The Doctor paused in his tracks. Lilly inwardly smiled. Oh, she was good. He turned round to Rose.

"Is that supposed to sound tough?" The Doctor questioned.

"…Sort of." Rose stood there, looking like she wasn't sure what she was doing. Lilly gave Rose a little thumbs up.

"Doesn't work," The Doctor said before smiling back Rose. A grin followed on Rose's lips.

"Who are you?" Rose asked, just trying to get some answers. 'It was a legitimate question' Lilly thought.

"Told you, I'm the Doctor," repeated the Doctor.

"And I'm Lilly," repeated Lilly

"Yeah but Doctor who?"

"Just the Doctor." The right side of his mouth forming into a smile. 'Couldn't he admit that he likes that question being said aloud?' Lilly thought, mentally rolling her eyes.

"The Doctor?" Rose repeated

"Hello!" Her father gave Rose a quick wave.

"Is that supposed to sound impressive?" Rose asked, clearly not impressed

"…Sort of," the Doctor said dejectedly.

"Come on then, you can tell me. I've seen enough. Are you the police?" Rose asked.

"No, we're just passing through. A long way from home."

Lilly glanced at the cracks in the sidewalk. 'Home,' just a word to her now, nothing more.

The Doctor glanced at Lilly, his stormy grey eyes looking deep into her emerald green ones. He knew how she felt, when she was in pain, thinking about The Time War that ravaged and destroyed their home world. Both their thoughts were broken when Rose spoke again.

"But what have I done? How come those plastic things keep coming after me?" The Doctor shook his head.

"It was after us, not you. Last night, in the shop, we were there first, you blundered in, almost ruined the whole thing! This morning- we were tracking it down. It was tracking us down." He pointed to Lilly to show who he meant by us. "And if it wasn't for you being in wrong place at the wrong time, you'd never have met us, you'd just carried on with your little life. Thought some pipe had blown at work. Accepted whatever stupid theory the police decided to release. The only reason it tracked you down was because you met us." The Doctor explained

"So, so what your saying is…the entire world revolves around you?" Rose said.

"He likes to think the whole universe does," Lilly stated, getting a glare from the Doctor and a giggle from Rose.

"Because it does," he added to Lilly's comment.

"You two are full of it." Rose accused.

"Sometimes, yeah," The Doctor said, proudly.

"For him…" Lilly pointed at her father. "…All the time." The Doctor sends a joking glare in her direction.

"But all this plastic stuff. Who else knows about it?" Rose asked.

"No one," the Doctor said, half honestly.

"What, you two are on your own?" Rose asked. Lilly nodded

"You else is there? You Lot, you eat chips and go to bed and you watch telly. And all the time, right underneath you… there's a war going on." The Doctor stated.

Rose pulled the plastic arm out of his hand and said "Hey, start from the beginning."

"If we're gonna go with the "Living Plastic" and I don't even believe that, but if we do, how did you kill it?" Rose asked.

The Doctor explained "The thing that's controlling it projects life into the arm, so I cut off the signal. Dead."

"So that's radio control," Rose said.

"Thought control." He then looked at Rose, who had gone a pit pale and asked Rose with a bit of concern in his voice "You all right?"

"Yeah," Rose spoke. "So who's controlling it, then?"

"Long story," the Doctor said.

"Incredibly long story," Lilly added.

"I mean what's it all for? I mean shop window dummies, what that about? Is someone trying to take over Tiffany's" Rose joked, causing Lilly and the Doctor to chuckle.

"It's not a price war," Lilly joked and her, Rose and the Doctor chuckled some more.

"They want to overthrow the human race. And destroy you. D'you believe me?" The Doctor said completely serious. The Doctor and Lilly were looking at Rose, deep into her crystal blue eyes because people's eyes always spoke the truth.

"No!" Rose exclaimed.

"But your still listening," her father added.

"Really though Doctor. Tell me. Who are you?" Lilly looked up, looking at her father, her eyes sad with memories. She saw, for the 1st time, a man who was very alone. He had lost his wife, his friends, his family and his planet. He had become someone who was barely even noticed. A traveller. His sad smile was on his lips, and Lilly smiled too. He took Lilly's hand, wrapping his fingers around her smaller ones.

"D'you know how we were saying? About the Earth revolving." Her father paused and looked down at Lilly and she looked up at her father, then back to Rose.

"It's like when you're a kid, the first time they tell you that the world is turning. And you just can't believe it, 'cos everything looks like it's standing still." The Doctor paused and stood still for a minute. He took a step closer to Rose, his fingers till wrapped around Lilly's. He continued.

"We can feel it." His grip tightened round Lilly's hand, and Lilly did the same. She'd never been told a planet was spinning, she could feel it from the moment she was born. But after the Time Vortex incident on Gallifrey she could feel and sometimes see everything that was, everything that is, everything that could be, and everything that shouldn't be, and fixed points in time. And when she was near the rift she could feel the energy pulsating inside her. It used to scare her but now she marvelled in the feeling. The feeling of being connected to something bigger.

Her father took hold of Rose's hand. Lilly took Rose's other hand and she was already holding her father's hand. The 3 connected in a triangle.

"The turn of the Earth…" The Doctor spoke.

"The ground beneath your feet is spinning a thousand miles an hour," Lilly breathed.

"The entire planet hurtling round the sun at sixty seven thousand miles an hour, and we can feel it," the Doctor looked at his daughter, sensing that she could feel it too. The sensation, of falling through space.

"We're clinging to the edge of this tiny planet," Lilly spoke with wonder then she looked at her father. He nodded and spoke

"Clinging to the skin of this tiny little world, and if we let go," the Doctor dropped both his hand to his sides and released Lilly's and Rose's. He took a step back, tugging at Lilly's shoulder, pulling her towards the TARDIS. "That's who I am. Who we are. Now forget us, Rose Tyler. Go home." He turned and gave Lilly the smallest of mental nudges, telling her it was time to go. Lilly looked back at Rose and gave a small sad smile. Rose Tyler would have make a great companion. Oh well. Rose just stood there, it total shock, her face trying to understand what just happened. Lilly glanced down at the road and raced over to the TARDIS, opening the doors. Lilly walked inside and shut the doors behind her. She turned and walked up the ramp to the control panel, where the Doctor stood, working away at the controls.

"Dad?"

"Hmm?" He looked up at her, waiting for the question.

"Could Rose…you know, feel the Earth spinning, like we do?" Lilly asked curiously.

"I don't know, she would be the only human on Earth to, though. It was just a way of getting her to stop asking who I am. Who we are. Made her shut up though, didn't it?" The Doctor answered. Lilly nodded and went to stand next to the Doctor.

After a few minutes Lilly asked "So?"

"Sooo… we find the Nestene Consciousness, do a little bit of negotiating, maybe a small battle, all done and the apes of Earth will never know anything had happened." The Doctor announced, that signature grin plastered across his face.

"Fantastic!" Lilly exclaimed, in excitement.

"Hmm, I think I've picked up a signal trace, let's investigate it," the Doctor said then punched some of the controls, and once again the TARDIS consciousness drifted into her mind. Lilly headed to the other side of the controls and tinkered around with them, helping drive the TARDIS. She pulled on a leaver and slammed down on a button. The TARDIS came to a standstill and the presence of the TARDIS in her mind faded.

They walked down the ramp together, hand-in-hand, and the doors opened to another alley. 'What is it with Dad parking in alleyways?' Lilly thought, almost curiously. The Doctor whipped out his sonic screwdriver and announced. "This way," Lilly eagerly followed him, looping her leather clad arm through his. After a while they stopped at a crossroads. 1 street was called Oakwood drive and the other you couldn't make out because someone had spray-painted the words "Bad Wolf" on it, in yellow paint. "Which street should we take," The Doctor asked, looking down at Lilly.

Something was pulling at her mind to go down the "Bad Wolf" street so she answered. "Bad Wolf street." So they turned left and walked down "Bad Wolf" street. Lilly pulled out her sonic screwdriver and started following the signal. She raced down the street. The Doctor grinned his signature cheesy grin and raced after her.

"Wait up," he called after.

Lilly followed the signal down "Bad Wolf" street, and then up another street called Flow Way to some sort of upmarket building. People sat inside eating.

"It's a restaurant," The Doctor explained.

"Thanks Dad," Lilly responded politely. She walked up to the side of the building and looked intently through the window. The Doctor came to stand next to her, his hands resting in his jacket pockets. He then took a hand out of his pockets and removed his sonic screw driver from his inner pocket. Lilly pocketed hers. "Look!" he pointed to where a blond haired girl. Rose. She was sitting with a boy, Lilly recognised from Jackie and Rose's memories. The Boy's name was Mickey Smith.

"It's good to see a familiar face." Lilly commented.

"No, not her, the boy. My sonic screwdriver is going frantic. Fantastic! He's living plastic. Ha ha ha!" He laughed, almost jumping up and down on the spot from excitement. Lilly was equally excited.

"Come on." He tugged her hand and he led Lilly to the back doors of the restaurant. The Doctor pinched a bottle of champagne from the kitchen as he walked through the kitchen.

Lilly rested her back on the wall of the restaurant the Doctor took over the bottle of champagne over to where Rose and Mickey were sitting. She watched as her father spoke to them. Neither turned to look up at him. If they did, they might have noticed the Doctor serving them, instead of a waiter.

"Excuse me, you champagne." He held out the bottle he had bought from the bar.

"Madam, you champagne," Rose didn't even glance up at him.

"That's not ours," She said then turned her attention back to the plastic version of Mickey.

"Mickey, what is it, what's wrong?" Rose asked Mickey.

"I need to find out how much he knows, so where is he?" Mickey smiled creepily.

"Doesn't anyone want this champagne?" Her father asked again, this time Mickey looked up. He began to speak, "Look, we did not order-" As he saw the Doctors face, he grinned.

"Ah, gotcha," he announced.

Lilly darted over to stand beside her father. "Sorry mate, it's our trap," She declared. The Doctor had begun to open the champagne. "Don't mind me, I'm just toasting the happy couple." The cork fired off the neck of the champagne and into the plastic Mickey's head. His forehead bent, absorbing the blow. "Nice shot!" Lilly commented. The Doctor turned his head and smiled at her. Rose looked horrified, and when the plastic Mickey spat out the cork on to his plate, she looked as if she was going to pass out. Or vomit. "Anyway," the plastic Mickey said. But Rose wasn't ready to carry on any conversation with him. She had backed away slowly to where Lilly and the Doctor where standing behind her. Mickey raised his hands and they morphed into chisels. He stood up, swung his hands forward and snapped the table in two.

"You gonna have to pay for that," Lilly stated before she lunged forward and grabbed the plastic Mickey in a headlock. Lilly held Mickey's head and pulled it upwards, twisting at the same time. Lilly used to do this with plastic figurines all the time, when she was younger. His head popped off and tumbled to the floor. The Doctor quickly went to retrieve it.

"Don't think that's going to stop me," the plastic Mickey head declared. People in the restaurant, who had turned to notice the commotion, screamed.

"It was worth a try," The Doctor muttered and Lilly sighed. She ducked as the headless body swung its arms frantically, trying to hit something. Rose punched the fire alarm and people began to run out of the restaurant, still screaming.

Lilly called to Rose, telling her to follow. She led them all out through the kitchen and round the back, the headless plastic Mickey was still following them. They shut the door behind them then the Doctor locked it with his sonic screwdriver, slowing it down. The Doctor had activated the remote homing beacon while he was in the restaurant and the TARDIS stood there, waiting for them.

Rose ran to a gate.

"Open the gate, use that - tube thing, come on!" Rose yelled, freaking out.

"It's called a sonic screwdriver," Lilly told a panicking Rose

"Nah, tell you what, let's go in here," the Doctor calmly said, then walked inside the TARDIS. Lilly followed by her father inside the TARDIS. A few words could be heard from Rose, who was still outside.

"You can't just hide in a wooden box! He's going to get us!"

Lilly opened the door and yelled "Come on!"

"DOCTOR! LILLY!" Rose yelled, running into the TARDIS.

Rose's eyes didn't see the two other people inside. She just seemed completely stunned. He eyes were very wide, full of fear. Then she ran back outside. A moment or so later Rose appeared again inside the TARDIS.

"It's gonna follow us!" Rose shouted, not as afraid of the TARDIS as she was when she first ran in.

"The assembled hordes of Genghis Khan couldn't get through that door," The Doctor stated then he turned to the consol.

"And believe us, they've tried," Lilly added.

Lilly walked up to her father and passed the head she pulled off.

"Put it on the consol." Lilly nodded then put the Plastic Mickey head on the commands and attached the wires to it then walked to where Rose was standing.

"Fantastic!"

Lilly spoke to Rose as the Doctor worked.

"The arm was too simple, but the head's perfect," Lilly explained.

"Absolutely," her father added.

"Now we can trace the signal back to its source," Lilly commented

The Doctor finished working then turned round to face Rose. He was better at explaining all the rest.

"Where'd you like to start?" he asked the shocked Rose.

"Um. The inside's bigger than the outside," Rose stated, shell shocked.

"Yes," the Doctor answered simply.

"It's alien," Rose added

"Yes," Lilly added simply.

"Are you two alien?" Rose questioned.

"Yes. Is that alright?" Lilly and the Doctor asked together.

"Yeah." Rose shrugged.

The Doctor grinned at his daughter, he was rather impressed with her respectfulness and he wasn't easily impressed.

"Anyway," he said turning back to Rose. "It's called a TARDIS."

"Time And Relative Dimension In Space." Lilly added. At that Rose almost looked like she was going to cry with shock. Lilly went to comfort her but the Doctor held her back. Lilly tilted her head sideways, puzzled with her father.

"Leave her. Culture shock," the Doctor whispered to Lilly.

Lilly nodded in understanding.

"What happened to Mickey? Is he dead," Rose asked, tears in her eyes.

"Didn't think of that." The Doctor noted.

"We should have," Lilly added, trying to be kind.

"He's my boyfriend, they copied him, you pulled of his head and you didn't even think?" Rose questioned angrily, more to the Doctor than to Lilly.

Lilly shook her head apologetically.

"And now you're going to let him melt," At that both Lilly and the Doctor turned around to see the melting head of the plastic Mickey Smith oozing into a brown puddle.

"No no no no no," the Doctor exclaimed.

Lilly dashed about, helping her father fly the TARDIS, tracking the rapidly fading signal. At some points they jumped over each other, Lilly ducked underneath, the Doctor jumped over her. They ran around the control room, pulling leavers, pressing switches, doing anything that would work.

"…What are you doing?" Rose asked, staring at the fast moving Time Lord and Lady.

"We're following the signal…its failing, wait a minute, good girl Lilly, you've locked onto it." He pulled a yellow lever upwards.

"Oh no you don't, no no no no no NO! Lilly, lock onto it again! Almost there, almost there." The Doctor rapidly flicked some red switches downwards.

They then ran for the door, hoping they had found the right place.

"Did we do it?" Lilly asked as they stepped out the TARDIS door.

"You can't go out there, it's not safe." The words followed them and were cut off as Rose stepped outside.

"So close," Lilly sighed, slapping her thigh.

"Lost the signal," the Doctor added.

"We've moved. Does it…fly?" Rose asked.

"It disappears and reappears," Lilly said, absentmindedly

"You wouldn't understand," The Doctor added, in the same tone.

"But what about the body, is it still out there, where we were?" Rose looked puzzled.

"Nah, melted with the head. And now stop the chatter and let's get going. We don't have all night." The Doctor took a few steps then looked back at Rose, who was still standing there motionless, and made a beckoning motion with his hand.

"I'll have to tell his mother," Rose said, motionless. The Doctor exchanged a confused glance and Lilly, who gave him a look that said 'I am not helping you with this'.

"Mickey! I'll have to tell his mother he's dead, and you just went and forgot him again. You were right. You two are alien," Rose retorted then added on an after note "Lilly's better than you, Doctor. At least she was slightly concerned." Lilly smiled smugly at her father and he rolled his eyes.

"Listen, if I did forget some kid called Rickey," the Doctor fired back.

"MICKEY!" Rose shouted at him.

The Doctor sighed then started again. "Listen, if I did forget some kid called Mickey.

"He's not a kid," Rose shot back at the Doctor. Lilly watched the two adult arguing with each other, not saying anything. It was like watching an intense verbal tennis match.

"It's because I'm busy trying to save the world. I don't care if he is a kid or not. Now let's get moving." The Doctor fired off angrily. Rose could see he was very angry so she dropped the subject.

"All, right," Rose sighed meekly.

"Yes it is, now…"The Doctor stated, all anger gone.

"If you're alien, how come you sound like you're from the north?" Rose asked.

"Lots of planets have a north." The Doctor looked at Lilly, who was lost in memory, thinking about their home before the Time War. It was in the north.

"What's a 'police public call box'?" Rose asked.

"It's like a telephone box, from the 1960's, it's a disguise." The Doctor stroked the TARDIS fondly.

"Okay. And, this living plastic…What's it got against us."

Lilly chuckled at this. It was like Rose thought the world revolved around her.

"Nothing!" the Doctor exclaimed, then continued.

"It loves you. You've got such a good planet, lots of smoke and oil."

"Plenty of toxins and dioxins in the air." Lilly inputted.

"Exactly what the Nestene Consciousness needs. Its food stock was destroyed in the war, all its protein planets rotted. So Earth, Dinner." The Doctor grinned. Lilly chuckled at his facial expression.

"Any way of stopping it?" Rose asked.

"Antiplastic!" Her father took out a bottle of blue liquid. Lilly grimaced. She had a nasty experience with that chemical. Lilly had made it for a science project that her father had got her to do a while ago, before she had learnt about lab safety. She had split some of the foul chemical on herself and had spent a month looking like a melting rainbow. Even her hair was multi coloured.

"Antiplastic?" Rose looked puzzled.

"Antiplastic!" The Doctor exclaimed, very excited. "But first of all, I've got to find it. How can you hide something that big in the city this small?" He looked around with a puzzled look on his face. Lilly did the same.

"Hold on, hide what?" Rose asked.

"The transmitter," The Doctor explained. "The Consciousness is controlling every single piece of plastic in the whole of London. So It needs a transmitter to boost the signal."

"And what does that look like?"

"Like a massive wheel," Lilly explained. "Round."

"And extremely large," the Doctor added. "Somewhere slap-bang in the middle of London. But where is it."

The Doctor looked at Lilly for help. She looked around for the transmitter. Once she glanced behind her she saw the transmitter but the Doctor just glanced straight past it. Lilly chuckled. "It's a huge, metal circular structure, like a disk," the Doctor stated. Lilly went to stand by Rose from where she was standing by the Doctor to get a better view of her father's obliviousness.

"Close to where we're standing, it must be completely invisible…" The Doctor trailed off then sighed.

Rose and Lilly started giggling. Their eyes where glancing over the Doctor's shoulders to the transmitter.

The Doctor turned round. He turned back to look at Rose and Lilly.

"What?" The Doctor asked in confusion.

Rose and Lilly giggled again. And once again the Doctor did exactly the same thing again.

"What is it?" The Doctor asked.

All Rose and Lilly could do was laugh at his comical behaviour.

But the after the 3rd look, he finally realised. Rose and Lilly stopped laughing.

"Oh!" He stated, before taking another look. The London Eye stood out against the black back drop. It illumined the night sky, glowing fluorescent blue. The Doctor turned back to Rose and Lilly.

"Fantastic!" the Doctor stated.

He grabbed Lilly's tanned hand and then Rose's paler one before taking off across the bridge, towards the London Eye. "All that plastic on your world," The Doctor stated, while they ran. "Every artificial thing, waiting to come alive and kill the human race."

"All of it?" Lilly asked, shocked.

"Yeah. All the plastic things, the shop window dummies, the phones, the wires, the cables," the Doctor stated.

"The breast implants." Rose added. Lilly shuddered at the suggestion.

"Still, we've found the transmitter," Rose said positively. The Doctor had led them under the Eye and down to a concrete box, which they were standing on top of.

"Must be down there." He pointed downwards, towards a manhole cover. Lilly pulled out her sonic screwdriver, sonic-ed the manhole cover and pulled it off. The time traveling duo and Rose climbed down it, one at a time.

They found themselves in a dark underground room. It was dark and had an eerie orange glow to it, not to mention an unpleasant smell. It smelled like plastic fumes, old fast food and rusting metal. The walls and floor shined with grease, and everything else had a greasy feel to it. Nothing hi-tech or sinister about this place. Just old, rusty, and greasy. Lilly was slightly disappointed. 'Not much of a lair' she thought.

They looked down at the orange glowing vat. It gurgled and moved. That's where the plastic fumes were strongest.

"That's it," Lilly exclaimed in shock. She felt her hearts tug painfully as the Nestene Consciousness brought back unpleasant memories of the Time War.

"The Nestene Consciousness. A living plastic." The Doctors voice was almost a whisper. He was going through the same process.

"Well then, tip in your 'Antiplastic' and let's go," Rose stated before turning to leave.

"We're not here to kill it. We have to give it a chance." Lilly nodded, agreeing with her father. It was only trying to survive. Destroying a whole planet wasn't the best way to do it, but it was following its basic instinct. The survival instinct. Lilly followed her father down some rusted metal steps to a metal platform overtop of the Nestene Consciousness. They came close to the vat and her father began to speak.

"I seek audience with the Nestene Consciousness under the peaceful contract, according to convention fifteen of the shadow proclamation.

The Nestene Consciousness began to speak. Its voice grated against her eardrums. Lilly was glad Rose couldn't understand it.

"I am the Nestene Consciousness and I allow you to speak, under convention fifteen of the shadow proclamation."

"Thank you. Might my and I daughter have permission to approach?"

"Oh my God!" Lilly turned around to see Rose rush over to a trembling Mickey. The Doctor totally ignored her. "Mickey! Mickey it's me! Are you all right?" Rose repeated.

Mickey hushed Rose then whispered "That thing down there is alive Rose. It can talk." Lilly was puzzled. How could Mickey Smith, the average human, understand it? Did he have some kind of psychic ability? Lilly left that particular conundrum unsolved and continued to watch the antics going on between Mickey and Rose.

Rose wrapped Mickey up in her arms and said to the Doctor, as both Lilly and the Doctor walked down the stairs to get closer to the Nestene Consciousness "They kept him alive."

"That was always a possibility. Keep him alive to maintain the copy," the Doctor casually stated.

"Hang on…" Lilly started, about to say she should of told Rose when Rose interrupted. "You knew that and you didn't tell me."

"Domestics outside thank you," he said to Rose, and pulled Lilly down the last flight of steps just above the vat that contained the Nestene Consciousness.

"If I might observe. You infiltrated this civilisation by means of warp-shunt technology. So may I suggest, with the greatest respect, that you…" He grinned his cheesy ear to ear grin to Lilly, then added, "…shunt off."

The Consciousness bubbled with anger.

"I don't think that was such a smart move, dad!" Lilly shouted.

"Don't give me that!" The Doctor replied to the Nestene Consciousness. "This is an invasion, plain and simple, don't talk about constitutional rights."

The consciousness moved and gurgled with even more anger and outrage.

"I - am - Talking!" The Doctor shouted then lowered his voice and continued "This planet is just starting. These stupid little apes have only just learnt how to walk, but they can achieve so much more. On their behalf, I'm asking you, please. Just go."

Lilly nodded and then felt something hard and plastic grip both her arms so she couldn't move.

She turned to see a dummy holding her arms. The Doctor was in the same position as her.

"Doctor, Lilly!" Came a shout from Rose, standing above them.

One of the dummies, not the one that was holding Lilly or the Doctor, slid a hand into his pocket. It then raised its arm, holding the bottle like it would explode.

"I wasn't going to use it that was just…insurance."

"You'd do the same," Lilly added as she tried to disintegrate the dummy holding her, using her time vortex powers, but with the Nestene Consciousness lying just beneath them, the signal was too strong.

"We were not attacking you, we were trying to help…I swear. I'm not your enemy, I'm not," the Doctor almost begged.

The Consciousness began to accuse them.

"What! That's not right." Lilly stated. "No way! We would never!"

"…What do you mean? No. Oh no. Honestly no," the Doctor pleaded. Lilly looked up at the opening doors, to see the blue doors of the TARDIS. She froze with shock and panic.

"Yes, that's my ship, it's mine." The Doctor muttered, defeated.

The Nestene consciousness began to talk. Suddenly she was back there in those terrible days. Tears began spilling out of Lilly's eyes and she wanted to curl up in a ball to block out the memories, the pain, the dying faces haunting her. But she couldn't because the dummy gripped her tighter with their plastic hands. "That's not true! I should know. I was there, I fought in the war, it wasn't my fault." Lilly could hear the Doctor's words, almost being cried out from his lips. "I couldn't save your world. I couldn't save any of them."

Lilly shut her eyes to try and block out the painful memories. "Please," she whispered mournfully. She opened them a second later to see the Consciousness, raging in fury. It was activating the signal. The plastic was waking up. "What's it doing?" Rose shouted from the railing, which she was looking over.

"It's the TARDIS. The Nestene Consciousness identified it as superior technology, it's terrified. It's going to the final stage. The invasion is starting, right now - get out Rose, just run."

Lilly hoped she would run, but she couldn't feel Rose's conscious fading so she must not be running away from here.

Then she heard her voice, talking to someone that wasn't answering. 'She must be on the phone,' Lilly thought. "Mum..? Where are you? Go home mum, go home, right now, just go. Mum? Mum?"

"It's transmitting the signal," Lilly said, her voice losing any happiness, just pain and defeat. "It's waking up."

"The end of the world." Rose spoke in a whisper but a loud enough for Lilly to just hear it.

"VICTORY!" The Consciousness screamed, gleefully.

"Rose run," The Doctor shouted.

"RUN! ROSE RUN!" Lilly added.

But she didn't she even turn to run. She looked brave, ready for anything. Mickey stood up "Rose, leave them, don't! There's nothing you can do." But Rose wasn't listening. She could see the desperation in the eyes of the one Time Lord and one Time Lady being held below her.

"I've got no job. No A-levels" She ran over to some metal chain hanging with an axe. "But I'll tell you what I have got. Jericho Street Junior School, under-7's gymnastic team." She swung and axe at the metal chains. "I got the bronze," Rose said. And she grabbed onto the metal chain and swung across to the platform where Lilly and the Doctor were being held. Lilly saw her father lean forward slightly, causing Rose to kick the dummy into the vat. Another dummy went to grab him. The dummy holding Lilly tightened its grip. Rose knocked the Dummy that was going after the Doctor into the vat behind him. The Doctor ran to the one by Lilly, but she needed no help. With the Nestene Consciousness disorientated she could easily disintegrate the dummy behind her. Rose landed neatly on the platform besides them. Lilly watched as the Nestene Consciousness gurgled in pain. The dummy that had been holding the Antiplastic and had been kicked in. It screamed a terrible, dying scream.

"We've got a big problem," Lilly noted.

"Very!" her father added. "Let's get into the TARDIS," he said, grabbing her hand, then Rose's. They headed up the stairs towards the electric blue doors. Rose grabbed Mickey. The Doctor shoved Mickey inside the TARDIS. Lilly stifled a laugh.

The Doctor and Lilly started up the TARDIS and began driving her. Mickey laid there, a shivering heap of a human being, for the whole journey. When it came to a halt he ran out. Lilly and the Doctor followed him and Rose out of the doors back into 2005 London. Lilly and the Doctor stood on ever side of the TARDIS door, their arms folded. "Well fat lot of good you were." Rose spoke to Mickey like he was a child. Lilly smiled. Rose had save them, two strangers and put her life in danger while do it. That was why she had liked Rose right from the very beginning. She was one of the kindest beings she had ever known. "Nestene Consciousness?" The Doctor grinned at Lilly with his unique grin.

"Easy!" Lilly added sarcastically with a bright smile in Rose's direction.

"Oh yeah!" Rose looked at them. "You two where useless in there, you'd be dead if it wasn't for me."

"Yes we would," the Doctor spoke calmly, his grin shining in the bright sunlight. It was soft and warm. The grin Lilly had grown up with. Lilly saw a small smile exchanged between him and Rose.

"Right! We'll be off then Lilly. Unless…" He stopped for a moment. His eyes locked on his daughter. Lilly nodded faintly. Unnoticeable to all but the Doctor. He turned to Rose, looking at her eyes, the grin widening, if that was possible.

"You could come with us Rose. This box isn't just a London Hopper, it can travel anywhere in the universe," He told her.

"Anywhere!" Lilly repeated.

"Free of charge," The Doctor stated.

"Don't, they're alien things!" Lilly rolled her eyes at the murmuring sentence that Mickey stuttered out as he lay on the floor.

"He's not invited," the Doctor answered before Rose could even ask. "What d'you think?" Lilly added. Rose looked at Lilly and the Doctor, studying them. They were both smiling. "You can stay here. Fill your life with work and food and sleep, or you could go…everywhere." Lilly spoke with such enthusiasm and wonder.

"Is it always this dangerous?" Rose asked.

"Yeah," Lilly and the Doctor spoke at the same time, with enthusiasm.

"…I can't. I've got to go and find my mum. And someone's got to look after this lump." Rose gestured to Mickey. Lilly nodded slowly and went inside the TARDIS, disappointed to say the least.

"Okay. See you around." Her father's voice came from outside. He then stepped inside and walked over to the consol. Lilly followed slowly and began to press the buttons and flick the occasional switch. A silence filled the air, as the green column rose and sank in a rhythmic pattern. The Doctor looked up, his eyes connecting with Lilly's. He nodded at the silent question that lay there. She flicked the dimension stabiliser on and ran back down the steps from the console to the doors. The Doctor grinned and followed. They peered out to the same alley way where the Rose and Mickey still stood.

"By the way, did we mention? It also travels in time," Lilly stated, calmly.

A smile spread slowly across Rose's lips. Lilly knew her mind was made. Lilly and the Doctor walked inside again, waiting for her. They knew that she was coming. Then Rose appeared, running through the electric blue doors.

And the adventure of a lifetime (or several) begins.


	2. Chapter 2: The End of the World

**Chapter 2: The End of the world.**

**AN: In this story there are several hints of other TV shows and characters through them. Some are obvious and some are discreetly hidden. I am challenging you to try and find them all. **

**Disclaimer: There is a reason that this is on a FanFiction Site…**

Lilly was standing next to her father by the controls of the TARDIS. His eyes where fixed on Rose. "So where to next?" Lilly asked.

The Doctor shrugged at Lilly, then asked Rose. "So where do you want to go. Tell me Rose Tyler, where'd you want to go. Backwards or forwards in time"

"Or present time on a different planet." Lilly added.

"Yes, or present time on a different planet. So your choice, what's it gonna be"

"Forwards," Rose stated excitedly.

"How far?" The Doctors eyes glowed with excitement, like a little kid at Christmas time.

"One hundred years," Rose said without missing a beat. Lilly and the Doctor began to work the controls to get them to the Twenty second century. It didn't take long before they stood still again. "Easy peasy!" Lilly exclaimed, excitement colouring her tone. "Twenty second century. It's boring! Just multi coloured dogs and flying cars. Further in to the future, further!" Her father looked at her with a raised eyebrow, asking her a silent question. Lilly nodded in answer. "Five hundred?" He asked his daughter, voicing their silent conversation to Rose. Lilly nodded again.

Once again they ran about, working the controls, punching the shield boost, pulling the vortex loop, flicking the dimension stabilizer, and when needed and randomly kicking and hitting parts of the console. They came to a standstill and the Doctor spoke. "The year twenty-five hundred"

"Come on Dad, I thought you had been to earth before. The year twenty-five hundreds is a bore." So again the pair of them pushed buttons, flicked switches, and pulled levers until the TARDIS came to a standstill for the 2nd time.

"Ten Thousand years into your future." The Doctor grinned at Rose.

"The New Roman Empire," Lilly added, her grin just as big as the Doctors.

"You to think you're so impressive," Rose spoke sarcastically.

"Rose isn't impressed," Lilly taunted her father.

"You wish," Rose fired back, a smile lit up her race.

"Oooo," Lilly said, her face becoming mischievous. "I think she just issued us with a challenge."

"We know exactly where to go," the Doctor stated and Lilly nodded excitedly. The Doctor and Lilly pulled on the levers again. Both working really intensely this time. Faster and faster. Something was building. The TARDIS was working to her full capacity. Rose shivered as the TARDIS groaned with the speed the Doctor and Lilly were putting her under. Rose closed her eyes and then creaking stopped. She opened them to see Doctor and Lilly stood, side by side, with triumphant looks on their faces. They looked at Rose, arms folded, waiting for her to ask the question. "When?" The Doctor and Lilly shook their heads then Lilly gestured to the door.

"What's out there?" Rose looked a little bit scared, apprehensive, but she took the few paces to the door anyway and opened it. The room that they had materialized in was large. The walls were covered in wooden looking panelling and on the floor was wooden looking tiles. On one wall there was a large silver metal grate, there were fancy looking lights around the walls and the one door behind them was oval shaped. In front of the TARDIS was windows that you couldn't see anything out of them, and the whole room had a golden glow to it, but not a bad glow, a warm comforting glow. Rose turned around after having a little look around and gave the Doctor and Lilly a look of pure wonder. The Doctor strolled over to one of the computer panels. He pulled out his silver and blue sonic screwdriver and it whirred into action. Lilly watched what he was doing, while slowly following Rose down some wooden steps with glowing white panels underneath them. Slowly, the panel, technically a sun filter moved down. The once black wall was now replaced by the blue spherical shape. The clouds and various oceans swirled across the planet with the black void of space around it. Earth stood, in all its beauty, in front of them. It was a beautiful sight even though Lilly had seen it before, it still brought tears to her eyes. It reminded her a little bit of Gallifrey, before the war ravaged it.

"You lot," he said to Rose. "You spend all your time thinking about dying. Like you're gonna get killed by eggs, or beef, or global warming or asteroids. But you never take time to imagine the impossible. That maybe you survive."

A pause filled the air. Lilly smiled at Rose's shocked expression.

"This is the year five point five slash apple slash twenty six," Lilly stated, smiling at Rose.

"Exactly 5 billion years in your future," the Doctor added.

"And this is the day…" Lilly began then looked at her slim wrist, looking at her watch. It had a gold leather strap and rim with a navy blue inside but instead of numbers it had golden planets circling the inside. Somehow Lilly could read it. "Wait for it," she said. "There! This is the day the sun expands."

"Welcome to the end of the world," The Doctor said to Rose.

The sun glowed in the distance. It swelled bigger, flames escaping from some sort of barrier surrounding it. An automated voice echoed around them. "Shuttles five and six now docking. Guests are reminded that platform One forbids the use of weapons, teleportation and religion. Earth death is scheduled for 15.39, followed by drinks in the Manchester suite."

"Great," Lilly said, rubbing her hands together. She was kind of thirsty, and a little bit hungry. Rose stood there, shocked. "So, when it says guests, does that mean…people?"

The Doctor looked at Rose, considering how to answer this one. "Depends what you mean by people," he said avoiding the question.

"I mean people, what do you mean?" Rose asked.

"Aliens," Lilly stated then smiled. The Doctor did as well. "There's aliens on board."

"What are they doing on this spaceship?" Rose asked in a surprised voice. "What's it all for?"

"It's not really a spaceship, it's more like an observation deck. The great and the good are gathering to watch the planet burn," the Doctor stated, with a slight hint of sarcasm in his voice.

"What for?" Rose asked sarcastically

"Fun," Lilly answered patiently.

The Doctor was slightly ahead of Rose and Lilly, whizzing his silver sonic screw driver at the control pad to open the door. It opened into a golden larger room. "Now what Dad means by the great and the good, is the rich and wealthy," Lilly added, so not to confuse the other guests with good examples of other aliens.

"Hold on, they did this once on news round extra. The Sun expanding, that takes hundreds of years," Rose piped up.

"News round extra?" Lilly asked her father quizzically, tilting her head to the side in a confused manner.

"Like an extra copy of a newspaper," the Doctor told Lilly. Lilly nodded in thanks.

"Millions," the Doctor agreed. "But the planets now the property National Trust and they've been keeping it preserved. See down there, gravity satellites, holding back the sun." The Doctor pointed to little satellites type objects.

"Exactly!" Lilly exclaimed.

"The whole planet looks the same as ever, I thought the continents shifted and things," Rose asked.

"Yeah they did. But the Trust shifted them back. What you're looking at is classic Earth." Lilly informed Rose, staring out the glass window, into the dark space surrounding the blue and green planet.

"But the moneys run out, and nature takes over," The Doctor added then sighed, saddened at the event. But it was nature. And nature always won. "How long has it got?" Rose asked curiously.

"Bout half an hour. Then the planet gets roasted," the Doctor answered, putting more enthusiasm and humour into his words.

"Is that why we're here. I mean, is that what you two do? Jump in at the last minute and save Earth?" Rose asked, brightening at the concept.

"No, we're not saving it. Time's up. This is what's meant to happen. And it's happening. No stopping it, no changing it. This point in time is fixed," Lilly told Rose matter-of-factly.

"But what about the people, you have to save them?" Rose asked solemnly.

"It's empty. They've all gone. All left." the Doctor replied simply. Lilly rolled her eyes at her father and elbowed him in the ribs. He elbowed her back.

"Just me then," Rose whispered, her gaze dropped to the ground. But a sharp voice came from behind them, breaking them out of the moment. "Who the hell are you?"

A short blue figure came up behind them. He was wearing a funny brown patched hat, like a cap but without the visor part, and an ornately printed brown suit. On his blue face there were four black markings like curvy L's, one under either one of his orange catlike eyes, and one above either blue eyebrow. In the middle of his forehead there was a light blue hollow, ringed in navy blue and in front of his left ear, going down his neck was a black leopard like series of markings. He carried an electronic notepad in his hands. Lilly tried to scan his mind but found she couldn't because of the strong mental barriers he had. "Oh, that's nice, thanks," the Doctor said, slightly annoyed at the unpleasant greeting. "But how did you get in? This is a maximum hospitality zone, the guests have disembarked, they're on their way, any second now," the blue figure shot at the Doctor, Rose and Lilly.

"No, that's us. We're guests, look here's our invitations." He held out his psychic paper, gesturing to Lilly to the same. She pulled the small black pad out of her leather jacket and offered it to the important blue alien. He studied the paper for a moment before the Doctor decided to add a little more to convince him. "Look, its fine, there, you see? The Doctor plus one. I'm The Doctor, this is and this is Rose Tyler, my plus one, that makes two, is that all right?"

"And here's my invitation, Lilly. There you see?" Lilly pointed out her name on the psychic paper. The Doctor and Lilly both grinned folding away the psychic paper. "Well, obviously. Apologies, etc. Right, if you're on board, we'd better get started. Enjoy," The blue alien, probably a Steward, stated before he hurried off.

"The Paper is slightly psychic, it shows them whatever I want them to see. Saves a lot of time," the Doctor explained. Lilly nodded.

"He is blue," Rose whispered, dazed by all the new discoveries.

"Yeah," the Doctor said calmly

"Okay," Rose answered.

The Steward was now stood at a glass podium type thing. The three turned to look at the door as the Steward began to speak. "We have in attendance the Doctor, Lilly, and Rose Tyler, thank you, all staff to their positions."

They watched as little blue people ruffled around with black plastic suits and helmets covering their faces. Lilly watched the Doctor, who, in turn, was watching Rose. He was smiling at her reactions to what was happening.

"Thank you quick as we can," the Steward voice ringed through the room. "And now, might I introduce the next honoured guests, representing the Forest of Cheem, we have trees, namely Jabe, Lute and Coffa." Some large doors drew apart, revealing three tree aliens. They were all wearing flowing silk clothes and their skin was bark brown with a tinge of green. Instead of hair they had a wooden crowns with different plants blooming out of the top, and their hands looked like roots. Two were masculine looking and one was feminine looking. "Thank you," the Steward said as the three entered the room. "There will be an exchange of gifts to represent peace, it you could please keep the room circulating, thank you.

Next, from the solicitors Jolco and Jolco, we have the Moxx of Balhoon" A blue chubby little creature appeared sitting on a cushion next. He had child looking feet but strong looking arms and was very fat. His head was shaped like those stereotypical aliens only blue with tinges of green and his facial expression looked very grumpy.

"Next, from Financial Family Seven, the Adherents of the Repeated Meme,"

Several hooded figures appeared in the door. You could see nothing of them except their black cloaks. The Doctor looked at Rose, grinned then looked back at the other guests coming through the doors. Lilly rolled her eyes at his childish antics.

Several guests later the Steward announced, "And next, of course the sponsor of the main event, our friend from the silver devastation please welcome, the Face of Boe," The large face in a tank appeared. Lilly suddenly felt dizzy. Something just happened with her personal timeline or the Doctor's. Something just felt…wrong. The Doctor didn't seem to notice. Lilly forced down the feeling then watched as even more aliens entered the room. Rose seemed to be slowly getting overwhelmed with all of the different aliens. Lilly didn't blame her. Even she hadn't seen so many different species of alien in the same room before. As more aliens entered, Jabe the tree woman came over, accompanied by her tree guards.

"The gift of peace, I bring you a cutting of my grandfather," Jabe said then offered a small tree to the Doctor. He took the sapling and passed it to Rose.

"Thank you, yes, gifts, um…" He began patting his pockets wondering what to give Jabe. He looked over at Lilly for help but she just shook her head. The Doctor looked back at Jabe and smiled.

"I bring you in return…Air from my lungs." The Doctor breathed on Jabe. Lilly rolled her eyes.

"How intimate," Jabe said, her eyes tracing the Doctors face.

"There's more where that came from," the Doctor said, flirting slightly. Lilly mentally face-palmed then elbowed the Doctor in the ribs. He elbowed her back.

"I bet there is," Jabe said flirting back. Lilly silently chuckled at the look on her father's face. Once Jabe had moved on the Moxx of Balhoon made his way over. "My felicitations upon this historical happenstance, I bring you the gift of bodily saliva" He then proceeded to spit a gob of salvia right into Rose's face. Lilly smiled at the funny gifts that the different aliens were bringing. Next to come over was one of the Adherents of the repeated Meme.

"The Adherents of the Repeated Meme, I bring you air from my lungs." Lilly said, stealing the Doctor's line breathed all over the Adherents. The dark creature whispered to her. "A gift of peace. In all good faith." Then the hooded figure handed Lilly a silver ball like object. Lilly studied it for a moment, then tossed it to Rose so she could have a look.

The Stewards voice echoed round the room again. "And last but not least, our very special guests. Ladies and gentlemen and trees and multiform. Consider the Earth, below. Its countless empires risen and fallen and risen again. In memory of this dying world, we call forth… the last human. The only remaining member of her species. I bring you the final representative of humanity itself, the lady Cassandra O'Brien dot delta seventeen." Once again the doors opened again. This time revealing a frame work with what seemed to be like pale skin stretched over it, covered in pulsating red veins. A face was visible on it. Two eyes, a mouth, but no real visible nose. Two people in white coasts stood either side of the skin. "Oh now don't stare." Cassandra's voice echoed through the room. Lilly silently gasped. Is this what looking pretty was in the year five point five slash apple slash twenty six? It looked like Rose was thinking the same thing that Lilly was thinking.

"I know, I know, it's shocking, isn't it. I've had my chin completely taken away, and look at the difference, look how thin I am! Thin and dainty. I don't look a day over two thousand - moisture me! Moisture me!" The two humanoid figures, surgeons most likely, proceeded to spray sort of liquid onto her.

"You're all too kind. And all of you, gathered here, for me." Lilly put her hands together in a prayer position then put them under her chin. This was her thinking position she borrowed for her favourite detective. She studied the piece of skin, puzzling it out. "Truly I am the last human. My father was a Texan, my mother was from the Arctic Desert. They were born on the Earth, and they were the last to be buried in its soil. I have come to honour them, and say goodbye. No tears, no tears" One of the surgeons dabbed her eye with a tissue.

"I'm sorry excuse me." Her features turned from the saddest expression she could make for a piece of skin, into a type of smile.

"But I bring gifts. Behold! From Earth itself, the last remaining ostrich egg." One of the surgeons carried the ostrich egg and placed it in a display case.

"Legend says it had a wing-span of fifty feet, and blew fire from its nostrils. Or was that my third husband? Oh, no, don't laugh, I'll get laughter lines, stop! Oh! Mercy! And here! Another rarity, some old Earth entertainment." Lilly snorted at the ridiculousness of the piece of skin that doesn't know her history. Some human. Some of the smaller blue creatures wheeled in a 1950's jukebox. "According to the archives, this was called an I-pod," Cassandra droned.

"And according to the archives, humans weren't meant to look like trampolines with faces," Lilly muttered to her father and Rose. Rose made a snorting sound, and her father grinned at her remark. "The I-pod stores classical music from humanity's greatest composers. Play on," Cassandra ordered. Music began to ring through the room. It was 'Tainted love,' by Soft Cell. The Doctor began to boogie to the music. Lilly just rolled her eyes, both at her father and that Cassandra thought this was some of the best music that the Earth had to offer.

"Refreshments will now be served," the Steward announced. "Earth death in thirty minutes time."

"Doctor, Lilly," came a female voice from behind. If Lilly's power wasn't acting up she would be able to tell you it was but something was jamming her and she didn't know what. The Doctor and Lilly swivelled to find Jabe standing behind them. Jabe held up a small white device. It flashed like a camera.

"Thank you," she said then headed off again. Lilly saw Rose escaping the scene. "Dad I'm going to see where Rose is going."

Her father nodded, then warned "Make sure you don't cause any trouble."

"When have I ever done that?" Lilly replied cheekily before hurrying off, after Rose.

Lilly found Rose standing in a corner, looking through the small window at the expanding sun. "Are you okay?" Lilly asked Rose. Rose shrugged. "I know it's a lot to take in but you'll get used to it," Lilly said, coming to stand opposite Rose.

"I know when I first saw an alien I was scared and nervous too. Mind you they were very nice aliens. They had a thing with hats." Rose chucked at that. "It's just that yesterday, I was working in a shop and didn't believe in aliens. Today…" Rose trailed off.

"You're 5 billion years in the future, watching as the sun gets ready to roast the Earth, surrounded by aliens, I get you," Lilly said, finishing Rose's sentence. She nodded. "How bout I make you a deal?" Lilly said "Next place we go will have less aliens, I hope. Deal?" Lilly asked Rose, holding out her hand.

"Deal," Rose replied and the shook on it. Suddenly an alien came round the corner. She looked similar to the Steward but more feminine. She had sky blue skin, raven black lips and light orange eyes with slit like pupils. She was wearing a combat green boiler suit with gold zips down the front and above the knees and a hat to match. On her feet were brown combat boots and on her hands were brown leather gloves. There was a badge of some description on her right shoulder. Lilly tried to scan her mind but found that she couldn't because something or someone was still jamming her power.

"Sorry. Are we allowed to be in here?" Rose asked the alien. She didn't say anything. "Rose I think we have to give them permission to talk," Lilly whispered to Rose. The alien nodded, to back up Lilly.

"Um…you have permission?" Rose stated, questioningly.

"Thank you," The alien replied. "And no, you're not in the way. Guests are allowed anywhere."

"I won't get in trouble with Dad now," Lilly said. Rose chuckled then asked the alien "What's your name?"

"Rafello," the alien, Rafello replied. She began to enter something into a white control pad on the wall.

"Rafello?" Rose repeated, wondering if she had heard right. Rafello is an interesting name for a girl. If she was a girl.

"Yes Miss," Rafello said politely then continued to enter commands into the white control pad. Rafello turned back to Lilly and Rose and said "I won't be long. I've just got to carry out some maintenance." She bent over to a silver grill in side of the wall. "There's a tiny little glitch in the Face of Boe's suite. There must be something blocking the system. He's not getting any hot water."

"So you're a… plumber?" Lilly asked, surprised.

"That's right miss," Rafello said as she took of the cover of the grill.

"You still have plumbers?" Rose asked in amazement. All this futuristic equipment and the still needed boring old plumbers. Something's never changed.

Rafello chuckled before replying to Rose "I hope so otherwise I'm out of a job."

Rose and Lilly both chuckled at that. "Where are you from?" Rose asked curiously.

"Chrispellion," Rafello replied.

"That's a planet, isn't it?" Rose asked.

Lilly shook her head. "No it's not."

"Your friend's right. Chrispellion is part of the Jagget parade, affiliated to the Scarlet Junction, complex 56. And where are you from miss, if you don't mind me asking?" Rafello asked Lilly and Rose.

Lilly's eyes darkened at the thought of her home planet. "Along way away, a long time ago," she muttered to herself.

Rose lightly patted her on the back before answering Rafello herself. "No, not at all. Um. I don't know, a long way away. I just sort of hitched a lift with this man and his daughter, didn't even think about it. I don't even know who they are. They're both complete strangers." Rafello looked shocked. Rose realised what she had said and tried to cover up her depressing train of thought "Anyway, um, don't let me keep you. Good luck with it," Rose said positively then she and Lilly walked away.

"Thank you, both of you," Rose and Lilly both turned around to finish listening to Rafello. "And thank you for the permission. Not many people are that considerate," Rafello told them politely.

"It's no problem," Lilly replied honestly.

"Okay. See you later," Rose told Rafello

"They're both complete strangers?" Lilly quoted to Rose.

Rose smiled then playfully tapped Lilly "Shut up," she retorted cheekily.

"…Then the giant three headed dog began to chase us. I mean if you ever been chased by a regular sized dog it is quite scary, but imagine being chased by one the size of a petrol tanker with three heads the size of tractor wheels with razor sharp teeth coming after you, it is quite different. I was terrified." Rose and Lilly were sitting in the room similar to the one they had landed in and were talking about the adventures that Lilly had had with the Doctor. Unexpectedly the Stewards voice came over the speakers around the space station. "Would the owner of the blue box In Private Gallery Fifteen, please report to the Steward's office, immediately." Lilly's ears pricked up at the sound of that.

"Rose wait here I have to help dad with the TARDIS," Lilly stated then rushed off to the main hall, where all the aliens were, and she searched the room for the Doctor. He was currently chatting to some aliens that looked like humans but had cat-like features. The one the Doctor was currently talking to had long midnight black hair with black cat ears sticking up from the top of them and a black tail. They were dressed in animal cat suits that left very little to the imagination. The sleeves of the arms and the legs of this alien's cat suit was rimmed in black fur and the print on the main part of the cat suit was tiger fur patterned. Her eyes were yellow with slit like pupils and she had a black cloak draped over her shoulders and that fell to her ankles. The cat woman always seemed to be putting her hand on his chest and slowly extending black pointed claws if anyone else touched him. Lilly frowned and walked over to her father, who had also got the message. "Come on Dad let's get the TARDIS parked," Lilly said and tugged at his arm.

"Who arrrrrrrre you?" the cat woman asked, slightly purring in a threating way.

"I'm his daughter, so you better get those greasy little paws off him or you will regret it," Lilly threatened darkly.

"What could you possibly do to moi?" the cat woman asked teasingly.

"This," And Lilly glowed, her eyes turning solid gold and zapping her with a little bit of energy. The cat woman yelped then hissed and Lilly. Lilly glared at the cat woman, took her father's hand then ran off. As they were running the Doctor said "Remind me never to get on your bad side."

"Duly noted," Lilly replied then smiled at her father, who smiled back. The automated voice started talking gain. "Guests are reminded that the use of teleportation devices is strictly forbidden under the peace treaty of five-point-four-slash-cup-slash-sixteen, thank you."

"Better go see the Steward then." The Doctor said, swaying in the souls of his feet, a cheesy grin plastered on his face.

"Yep, better do. Don't want to wander off and find something were not supposed to," Lilly stated honestly, the same smile gracing her features. They turned and looked down the abandoned hallway.

"Investigate?" The Doctor asked

"You betcha," Lilly replied

They wandered down the hallway, heading in what they hoped was the direction they should be. They found some of the small blue creatures they saw earlier wheeling the TARDIS down the hallway. It was slanted on its side. "Oy, you lot be careful with that. No stretches. Park it carefully please," the Doctor shouted at the little blue aliens. She watched as one of the little blue men gave her father some sort of parking ticket. "Did you find Rose?" The Doctor asked Lilly.

"Yep, follow me," she said and took off down the maze of corridors with her father trailing behind. A few tiresome minutes later they arrived at the room Rose was in. Rose was sitting on left, a few steps from the middle. The Doctor sat on the right, while Lilly sat in the middle on the steps.

"What d'you think, then?" the Doctor asked, peering over at Rose.

"Great, yeah. Fine. Once you get past the slightly psychic paper," Rose answered. Lilly, Rose and the Doctor both laughed at that. Then Rose got more serious and said "They're just so…alien! The aliens are so alien, you look at them, and they're…alien."

"Good thing we didn't take you to the Deep South," the Doctor joked. Lilly elbowed him.

"Dad! That was completely uncalled for!" Lilly retorted. The Doctor winked at Lilly and Lilly just rolled her eyes.

"Where are you two from?"

Lilly's eyes darkened and she stared at the floor. She left it up to her father to answer that one.

"All over the place," the Doctor replied, kind of avoiding the question.

"They all speak English?" Rose enquired, changing the subject.

"Nah, you just hear English. It the gift of the TARDIS. It has a telepathic field, gets into your brain and kinda translates." Lilly said sheepishly.

"…It's inside my brain," Rose responded, shocked.

"In a good way," the Doctor responded.

"Your machine gets inside my head? It gets inside and changes my mind and you didn't even ask?" Rose questioned, shocked that he didn't see the problem with this.

The Doctor scratched his head, slightly thrown by the answer. "I never thought of it like that," he responded to Rose.

"Nah you are too busy thinking up cheap shots about the Deep South. Who are you, then, Doctor, what are you called, what sort of aliens are you two?" Rose probed at the two time travellers.

"I'm just the Doctor, she's just Lilly. And we're just travellers through space and time," the Doctor responded to Rose.

"From what planet?" Rose asked, slightly frustrated.

"Like you'd know where it is anyway," the Doctor said, folding his arms, getting slightly annoyed with all of Rose's questions.

"Where are you from?" Rose repeated.

"Why does it matter?" Lilly fired at Rose. She had tried to be patient but now she was slightly ticked off too. Not mention sad. Very, very sad.

"Tell me who you are?" Rose demanded.

The Doctor stood up from anger and bellowed at Rose. "This is who I am, right here, right now, alright?"

Lilly was taken aback by the sudden burst of anger. She had never seen her father this angry since... that terrible time. Lilly tried to tell Rose again but in a less angry tone. "All that counts is here and now, and this is us, right now."

Rose stood up, matching him. Lilly was left, sitting in the middle of the two angry adults, glancing from one to another. "Yes, and I'm here too, 'cos you brought me here, so tell me!" Rose shouted at the Doctor. He stormed down the steps, angrily. The Doctor walked right up to the window, where he stood still, not even turning round to acknowledge anyone else's presence.

Lilly bit her lip nervously and slowly stood up. She gingerly walked towards her father. Once close enough, she slipped her hands into his and gave him a reassuring squeeze. He looked down at his daughter, only to find that there were a few tears dripping down her cheeks. He wiped them away with his thumb then gave her a smile. A kind, genuine smile.

Lilly heard _"It is okay," _in her head and knew it was from her father.

_"I'm fine,"_ Lilly sent back. The automated voice came over the speakers. "Earth death in 20 minutes. Earth death in 20 minutes." Rose walked down the steps to stand beside the Doctor and Lilly and began to speak.

"Alright. As my mate Sherrie says, don't argue with the designated driver," Rose said in a slightly joking manner. Lilly watched as the Doctors lips curved at the ends. Smiling more now, but there was still some amount of anger in him.

"I can't even exactly phone for a taxi." She then got her mobile out of her pocket. "No signal. We're out of range. Just a bit."

The Doctor smiled that time. He took the phone from her.

"Tell you what - with a little bit of jiggery-pokery…"

"Is that a technical term, jiggery-pokery?" Rose asked with a large grin.

"Yeah, I came first in jiggery-pokery," the Doctor cheekily boasted.

"Me too." Lilly gloated, playing along with their little game. "How about you Rose?" Lilly questioned.

"No, I failed hullabaloo," Rose teased, smiling at the Doctor and Lilly's playful banter. The Doctor added a black battery behind Rose's original phone battery then gave her phone back to Rose.

"There you go," He remarked. Lilly and the Doctor smiled. Rose began to ring a number. Lilly almost knew it was going to be her mum that she rang. She was right."…Mum? Nothing. You all right though? What day is it? Yeah, look, um. I was just calling 'cos… I might be late home. No, I'm fine. Top the World." She hung up. Rose seemed gobsmacked that she could even do that. This made Lilly and the Doctor smile even more.

"Think that's amazing, wait till you see the bill," the Doctor joked.

"That was five million years ago. So, she's dead now. Five billion years later, my mother's dead," Rose breathed, amazed.

"Bundle of laughs, you are," the Doctor replied. The ship lurched suddenly and a weird noise filled the room. The sound of engines.

"That's not supposed to happen," the Doctor remarked. Lilly shook her head.

Her father was just about to move when the Stewards voice came over the speakers. "Honoured guests are reassured that gravity pockets may cause slight turbulence, thank you."

Lilly and the Doctors pricked up their ears. Once glance at each other was all that they needed before both of them dashed out of the door. Rose was shocked but followed them, unsure of what was happening. Lilly began to talk. "That wasn't…"

"I know," the Doctor cut her off.

"Gravity pockets don't feel like that," Lilly identified, confirming Rose's theory.

"I know," the Doctor repeated.

Lilly, the Doctor and Rose ran down the corridor, back to the main room or the 'Manchester suite', where they thought they could find out more on what was going on. The Doctor came up besides Jabe.

"What do you think Jabe? Listen to the engines, they've pitched up about thirty hertz, is that dodgy?" The Doctor questioned.

"At least that." Lilly added.

"It's the sound of metal, it doesn't make any sense to me," Jabe answered.

Lilly zoned in on the Moxx of Balhoon's conversation with the Face of Boe. "This is definitely the Bad Wolf situation." Bad Wolf. Why did that name sound so familiar? Lilly mentally shrugged then tuned her concentration back to her father's conversation with Jabe. "Where's the engine room," he asked Jabe.

"I don't know." She took a few paces towards him. Getting more intimate to the Doctor. "But the maintenance duct is just behind our guest suite, I could show you, your daughter and wife."

"She's not my wife," the Doctor said, once again flirting. Lilly rolled her eyes. No matter what planet they were from, men are always the same.

"Partner?" Jabe guessed

"No," the Doctor told her.

"Concubine?"

"Nope."

"Well then who's the mother of your daughter?" Jabe asked

"None of your business!" Lilly shouted, her eyes full of anger and pain.

"Whatever I am, it must be invisible, d'you mind? Tell me what, you two go pollinate, I'll go catch up with the family. Quick word with Michael Jackson," Rose snapped grumpily.

"No way am I leaving him, with the tree lady," Lilly whispered to herself. "I'll go with dad, tell that bitchy trampoline your mind," Lilly said.

"Bitchy Trampoline? I might use that," Rose said before walking over to Cassandra.

The Doctor shook his head. "Woman," he muttered.

"Men," Lilly retorted back. The Doctor just shook his head again and grabbed Lilly's hand. Already she felt better and trust Jabe a little bit more. The time traveling duo followed Jabe.

"Earth death in fifteen minutes, Earth death in fifteen minutes," the computed voice ringed from the speakers. They went down a few corridors until a door slid open at the end of one, revealing a long hallway. Wires hung from the walls, it looked very technical. Lilly rubbed her hands together, excitement building. "This is more like it," She said in unison with her father. They exchanged a look and laughed. Together, with Jabe they stepped forward into the hallway. "Now then, Doctor, that's far enough, you know full well that we're not allowed inside," Jabe told them, disapprovingly "You're the one who brought us here!" He said and pulled Lilly along.

"Only to look. It specifically says in the guides, guests are supposed to stay inside the luxury quarters," Jabe said, sounding like an old boring Gallifreyan teacher that she had to learn from when she was younger. No wonder her father stole a TARDIS and ran away.

"Well we're going, see ya," Lilly said, trying to drag her father along.

"Wait Lilly. Come on." He then turned and spoke to Jabe. "Break a few rules."

"I'm a royal branch of the forest, I have a reputation to maintain," Jabe said.

"You must've been a sapling once. Blowing in the breeze, sneaking outside the orchard, hanging out with the bad flowers, remember what it was like? Let's have a bit of fun. Or, you can stay here and vegetate. Come along. What d'you think?" The Doctor persuaded Jabe to come along. And Lilly thought it was working. She used to not really like Jabe but now, after spending more time around her, she was okay. Maybe by the end of this little adventure they would actually be friends. Jabe's lips curled upwards, the Doctor exchanged a smile with her. He pulled Lilly along and Jabe followed them along the corridor.

It was cramped, so Lilly walked in front, the Doctor behind her, and Jabe behind the Doctor. "Who's in charge of platform one, has it got a captain or what?" The Doctor asked Jabe.

"There's just the Steward and the staff. All the rest is controlled by the metal mind," Jabe replied.

"What d'you mean the computer? And who controls that?" Lilly enquired, puzzled.

"The corporation. They move platform one from one artistic event to another," Jabe answered.

"But there's no one from the corporation on board?" The Doctor looked puzzled. What if something went wrong, who would they contact?

"They're not needed. This facility is purely automatic, it's the height of the Alpha Class, nothing can go wrong," Jabe replied.

"Unsinkable," the Doctor said. Lilly shuddered.

"If you like. The nautical metaphor is appropriate," Jabe responded.

"We knew a ship like that," Lilly stated. "We clung to an iceberg. It wasn't half cold." The Doctor nodded.

"Anyway," he said.

"So, if we're in trouble, there's no one to help us out," Lilly added.

"I'm afraid not," Jabe said. Lilly and the Doctors grinned from ear to ear.

"Fantastic!" The Doctor and Lilly chorused in unison.

"I don't understand, in what way is that…?" Jabe trailed off thinking of what to say next. "…Fantastic?"

"Oh, I'm not one for swanning round with delegates and cocktails. Bit of trouble, just our thing"

"That's us, always looking for trouble," Lilly added, smiling cheerfully.

"And I thought parents discourage their children from looking for trouble," Jabe questioned curiously

"Why stop them, they will always find it," the Doctor stated matter-of-factly.

"That's a strange attitude," Jabe questioned.

"I'm a strange man," the Doctor replied.

"Definitely," Lilly added. Her father glared at her. She just smiled back then winked at the Doctor. He shook his head.

"Tell me, Jabe, what's a tree like you doing in a place like this?" The Doctor enquired

"Respect for the Earth," Jabe replied unconvincingly.

"Oh come on, everyone gathered on this Platform is worth zillions," the Doctor responded to Jabe.

"Yeah, so not really respect, respect is when people gather, no matter who they are, what species they are, old young, poor, rich." Lilly sighed, ethics on her mind. She felt her father's hand on her small shoulder.

"Well. Perhaps it's a case of having to be seen at the right occasion," Jabe sighed.

"In case your share prices drop- I know your lot, you've got massive forests, roots all over the place. And there's always money in land," the Doctor countered.

"All the same, we respect the Earth, as family. So many species evolved from that planet, mankind is just one. I'm another. My ancestors were transplanted from the planet down below, I'm a direct descendant of the tropical rainforest," Jabe informed the Doctor and his daughter. Lilly smiled a sad smile. Earth was beautiful planet, shame it had to die. But everything has it's time, from the fall of the Roman Empire to the end of the universe. "Hold on, stop there." The Doctor called out to Lilly. She halted in front of a rusty metal door. The Doctor came to stand next to her, drawing his silver sonic screwdriver from his inside pocket. He moved the blue crystal end towards the panel and began to work, so they could see inside the room who's door was sealed from them.

"And what about your ancestry, Doctor? Perhaps you could tell a story or two," Jabe enquired politely. Lilly froze at the question, she felt her father do the same next to her. "Perhaps a man only enjoys trouble, when… there's nothing else left," Jabe suggested in the same tone she used before. Polite and sympathetic. Lilly stared at the wiring on the wall, trying to block the painful memories resurfacing. She sensed her father doing the same.

"I scanned you two earlier. The metal machine had trouble identifying your species. It refused to admit your existence. And even when it named you, I wouldn't believe it. But it was right," Jabe continued. Lilly's mind went back to that terrible place in time. Suddenly she was back among the war, the smell, the eyes of the ones she loved, she saw their faces. Men, woman, children and even babies. The pain, and terror etched on their faces were seared into her memory. She would remember for all of her regenerations. Jabe moved closer to the Doctor and Lilly. "Forgive me for intruding. But it's remarkable that you even exist. I just wanted to say…" She paused, unclear whether to continue. Lilly held her breath as tears streamed down her face. She couldn't breathe, the pain and loss was constricting her chest. It felt like someone was squeezing both of her hearts, twisting them painfully. It was as if time was frozen, just like in that terrible time. "…How sorry I am," Jabe comfortingly spoke and put her rooted hand on his arm.

The Doctor hung his head with guilt and loss. It was like he had the weight of a whole races death bearing down on him. He turned his head towards Lilly. She could just see his teary eyes, his pain, so she smiled a sad smile and slipped her hand into his. He accepted her comfort she was giving him through that little action and then he then turned towards Jabe, smiling a sad smile, accepting her sympathy. Then a ping was heard. The Doctor and his daughter snapped out of their painful memories and opened the door. The time traveling duo were their old selves again, those terrible memories forced deep into their minds. Ahead of them lay four identical rusted blades, that spun at a rapid pace. The four fans span over a small black walk way lined in white paint, with the occasional white light spread along the line. The rusty metal blades almost scraped the walk way as they passed.

"Is it me or is it a nippy?" the Doctor questioned Jabe. Lilly rolled her eyes at his attempt of a joke. He walked over to another control panel. "Lilly go to that other one. See if you can get it open to get control of the speed of the fans," the Doctor requested. Lilly nodded then pulled out her golden sonic screwdriver to have a look.

"This is a great bit of air-conditioning. Sort of nice and old-fashioned. I bet they call it retro. Gotcha. You done Lilly?" He asked Lilly.

"Almost. There," she stated, pulling the cover off. Suddenly a small metal creature scampered out. It was silver and the body could probably fit in Lilly's palm. It had four long legs and one red scanner, for an eye, positioned in the middle of its circular body.

"What the hell is that…?" Chloe asked looking up at a small creature which was climbing, horizontally up the wall.

"Is it part of the 'retro," Jabe enquired, puzzled.

"I don't think so," Lilly answered.

"Hold on." the Doctor said, pointing his sonic screw driver at it, which did nothing. Lilly also aimed her sonic screwdriver at it but her attempts were met with little success. Jabe pulled her arm back then whipped forward, a thick vine sprang out, reaching up 15ft or more, striking the spider like creature, which fell into the Doctor's hands.

"Hey, Nice Indiana," the Doctor commented. Lilly just rolled her eyes at the 21st century movie reference, which she only got after her father had played in constantly for 3 weeks. God, sometimes he was just like a little kid.

"We're not supposed to show them in public," Jabe responded shyly.

"Don't worry we won't tell anyone," Lilly promised. Jabe nodded her head, relieved.

"Now then, who's brought the pets on board?" the Doctor asked in a rhetorical way.

"What does it do?" Jabe and Lilly asked.

"Sabotage," the Doctor said ominously.

"Earth death in ten minutes, Earth death in ten minutes." The computer announced in its usual robotic voice.

"And the temperatures about to rocket… come on." The Doctor grabbed both Jabe and Lilly's hand. They raced back the way they came, down the narrow corridor.

"Earth death in nine minutes, Earth death in nine minutes."

They found themselves outside the Stewards corridor. Three of the small blue staff were hoping about, panicking.

"All right everyone, hold on," the Doctor shouted to the little blue aliens. He was busy working away at a panel. Lilly stood behind him, watching him as he worked.

"Sun filter rising, sun filter rising," the automated voice droned.

"Was the Steward in there?" Jabe asked fearfully.

"You can smell him." Her father said, not taking his eyes off the panel. "Hold on. There's another sun filter programmed to descend." They headed to where it was descending. The Doctor quickly pulled out his sonic screwdriver.

"Anyone in there?" Lilly called out, listening up against the door.

"Get me out!" Rose shrieked, pounding the door.

"Oh well it would be you," the Doctor retorted.

Lilly hit him. "Dad! Manners!" She scolded him.

The Doctor rolled his eyes. "Fine, fine," he muttered.

"Open the door," Rose screamed again.

"Calm down, my dad's working on it. He's really smart. If one person can stop the sun filter its dad," Lilly reassured Rose. It didn't work. "How can I calm down? I'm going to die if the Doctor doesn't stop the sun filter," Rose shrieked.

"Sun filter rising. Sun filter rising," the mechanical voice sounded.

"Nice going dad," Lilly cheered.

"Sun filter descending. Sun filter descending."

"What did you do?" Lilly questioned her father, slightly starting to panic.

"I don't know. Oh no, just what we need, the computers getting clever," the Doctor retorted, panicked slightly.

"Stop mucking around," Rose screamed from inside the room.

The Doctor had his teeth gritted together now, working furiously at the panel. Lilly's hearts was were racing.

"Sun filter rising. Sun filter rising."

He let out a breath and Lilly sighed then grinned at him "The whole thing's jammed, I can't open the door- stay there Rose, don't move," the Doctor told her. The Doctor was right the sun had melted the main lock so she couldn't get out.

Lilly and the Doctor ran off on their next objective. "Right next on the agenda…"

"Find who was guilty in all that what's happening on the station," Lilly interrupted, finishing his sentence. He nodded. "Still got the spider?" he asked Lilly as they jogged down the hallway.

"Sure," she stated, pulling it out of her pocket.

He nodded and she opened it up, fiddling with the wires with her sonic screwdriver. "Clever girl." He gave her a quick hug as they entered the Manchester suite.

"How's that possible? Our private rooms are protected by a code wall - moisturise me, moisturise me!" Cassandra was talking when they came in. Jabe seemed to have informed them what was going on.

"Summon the Steward!" the Moxx of Balhoon ordered.

"I'm afraid the Steward is dead." Jabe said. The whole room gasped in shock

"Who killed him!" the Moxx questioned.

"The whole event was sponsored by the face of Boe, he invited us. Talk to the face, talk to the face." Cassandra ordered. The Doctor took this moment to speak up. Lilly stood by Jabe as she watched the Doctor talk.

"Easy way to find out. Someone brought their little pet on board. Let's send it back to master. Lilly, spider."

"Done!" She said, placing the small robot on the ground. It scuttled forward, glancing around at the people, then made it way to the Adherents of the Repeated Meme. Lilly folded her arms, thinking. From the deductions she had made she didn't think it was them. "The Adherents of the Repeated Meme! J'accuse!" Cassandra announced dramatically.

"Well that is one possible explanation of some of the facts but not the explanation that includes all of the facts," Lilly stated. Her father grinned at her use of words.

"A repeated meme is just an idea, and that's all they are, an idea…" Her father said then walked forward and pulled the arm off one of them. All of them fell to the ground when the Doctor pulled out a particular wire from the arm. "Remote control droids, nice little cover for the real trouble maker." The Doctor nudged the spider with his shoe. "Go on, Jimbo. Go home." This time it scuttled over to Cassandra. Lilly grinned in success, she was the real culprit.

"I bet you were the school swot and never got kissed," Cassandra mocked, scowling at the Doctor and Lilly.

"Wanna bet. Look I have a kid to prove the women were all over me," the Doctor retorted. Lilly elbowed him and he winked at her. Cassandra rolled her eyes. "At arms." She shouted at the surgeons, who moved forward, armed with their moisturising sticks.

"What you gonna do, moisturise us?" The Doctor teased and Lilly giggled at her father's snide remark.

"With acid. You're too late anyway, my spiders have control of the mainframe. Ohh, you all carried them as gifts, tax-free past every code wall, I'm not just a pretty face."

"We'll if you're such a pretty face, why destroy the platform, while you're still in it!" Lilly stated pointed out the hole of logic in her 'fool proof plan'.

"I'd hoped to manufacture a hostage situation, with myself as one of the victims. The compensation would have been enormous." Cassandra sighed.

"Five billions years, and it still comes down to money," Lilly stated, disgusted.

"D'you two think it's that cheap, looking like this? Flatness costs a fortune. I'm the last Human, Doctor…me, not that freaky little lady you brought with you," she retorted.

"Arrest her! The infidel!" The Moxx shouted. But it was in vain. Cassandra had control now.

"Oh shut it, pixie, I've still got my final option," she rudely interrupted.

"Earth death in three minutes, earth death in three minutes," the automated voice rang out over the aliens standing there.

"And here it comes. You're just as useful dead, all of you. I've got shares in rival companies, they'll triple in price as soon as you're dead. My spiders are primed and ready to destroy the safety systems. How does that old earth song go? Burn bay, burn"

"Then you'll burn will us." Jabe announced bravely.

"Ohh I'm sorry, I know the use of teleportation is strictly forbidden but I'm such a naughty thing. Spiders activate." Explosions were heard all around Platform One as the spiders detonated.

"Force-fields gone, with the planet about to explode. At least it'll be quick. Just like my fifth husband. Oh shame on me. Bye-bye darlings. Bye-bye my darlings." And with that Cassandra and her two surgeons glowed with pale blue light and disappeared.

"Heat levels rising. Heat levels rising," the mechanical voice rang out as alarmed blared and a red light began to flash.

"Reset the computer!" the Moxx of Balhoon shouted, panicking.

"Only the Steward would know how," Jabe replied.

"No, no, no," the Doctor and Lilly shouted in unison. "We can do out by hand. Some sort of system restore switch."

"Jabe come with us. You lot…. Uh?" He looked at Lilly for the accurate slang word to use in this situation.

"…Chill," she said with a grin.

The time traveling duo and Jabe headed back to the narrow hallway, lined with large bundles of wires. They were heading back to the cooling system room. "Earth death in two minutes, earth death in two minutes," the computerised voice informed them.

"Come on, hurry," the Doctor instructed, raising his voice.

"Heat levels critical, heat levels critical," the robotic voice droned, oblivious to the panic of the guests on board. They reached the door again and they opened easily. When they walked in they noticed a shocking difference. The fans were faster. Much faster. "Oh, and guess where the switch is?" The Doctor exclaimed, his voice full of sarcasm. At the end of the pathway stood the reset switch. The Doctor repaired of a panel on the wall with his sonic screwdriver. Lilly did the same to the panel on the opposite side. He struggled to hold down the lever on the panel, while Lilly struggled even more. But she wouldn't give up. If she did, the fans would spin faster and the Doctor would never get to the end. The rotors began to slow, just a little bit. He stepped forward and the lever sprang back up. The blades began to spin faster again. Then Jabe stepped forward and held the lever down.

"You can't, the heat's going to vent through this place," the Doctor pleaded with Jabe. He couldn't lose someone else.

"I know," Jabe calmly stated.

"Jabe. You're made of wood," he insisted.

"Then stop wasting time, Time Lord," she uttered. Lilly and her father smiled, trust forming between them and Jabe.

"Lilly keep that switch held down," the Doctor instructed her. She nodded, gritted her teeth, then gave and almighty shove to keep the lever down. The Doctor walked up to the first spinning blade. Lilly watched him. He stared up at the tall fan. Watching and waiting. He knew when to go, Lilly was sure of it. And he stepped. The Doctor was through. He made it. Lilly let out a baited breath she didn't know she was holding. He advanced to the next blade. It was definitely getting hotter. The heat was almost unbearable and it made it harder to hold on to the lever. But she concentrated hard and kept holding on. Once again the Doctor made it through a spinning blade. The third blade loomed in front of him, no time to spare. The Doctor looked back to see if Lilly was holding on but Jabe was beginning to smoke. The horrible, crackling sound of burning wood filled the room. She was struggling to hold the lever. Then Lilly and the Doctor heard a dying cry escape her lips. She was burning.

"No!" Lilly cried and threw out her hand, like she was going to reach over and take Jabe's hand. Suddenly she stopped screaming. Lilly immediately felt like something had changed with time. She frowned and thought about what was wrong. She couldn't quite put her finger on it. But when she was in deep thought, she accidently let go of the lever. She froze and tried to push it back down but for some reason the lever was stuck at the bottom. Lilly glanced up at her father and suddenly saw what the cause of the weird feeling was. Time was frozen. The blades were completely still and her father was frozen in the spot that he had been in before time suddenly froze. And Jabe was frozen too. The fire was motionless on her arms and the look on pain on her face was frozen in place. But for some strange reason Lilly could still move. She looked at the around the unmoving room and caught a glance of something glowing in the shiny metal container that the lever was coming out of. She saw a reflection of herself, with a glowing gold aura and fiery gold eyes. Lilly must have somehow, she didn't know how, frozen time. "What have I done?" Lilly muttered, in the strange way she talked when she had the tapped into the time vortex, like multiple people were talking in unison.

"You've discovered one of the many talents you have, young cub," A mysterious voice echoed through the metal room. Suddenly the spot in front of her glowed a blinding golden light, so bright that Lilly had to rapidly close her eyes. But even that didn't block out the bright light. When she opened her eyes and her sight came back a little, there was a young woman standing in front of her. She had long ginger hair streaked in liquid gold. Not blonde, gold. It flowed to just under her ribcage in soft waves and some of it was braided in to little plaits. Her skin was a toffee coloured but her shoulders were dusted with gold. She had a slim hourglass figure and was wearing a Victorian style dress, with a hood, that was TARDIS themed. As Lilly looked at this mysterious stranger's face she saw that her eyes didn't have any pupils or irises it was just pure gold. Around her form there was a gold aura that matched Lilly's in colour but the mysterious lady's aura was brighter. "Who are you, and what did you mean?" Lilly asked, puzzled.

"Surely I don't look that different from when I last saw you, my cub? This form is new I will give you that but the essence, the soul is the same entity. Hello Lilly, I am the Time Vortex, in a new form."

Lilly gasped in surprise. The last time she had heard the Time Vortex speaking to her was the last day of that long and terrible war. How come she was here now? Is she going to re-offer the choice she offered all those years ago?

"Why are you here?" Lilly questioned the Time Vortex, voicing her silent question aloud.

"Because I am helping you to save the life of someone that is not supposed to die yet," She answered and her eyes travelled over to where Jabe was standing, motionless, with her arms on fire.

"How?" Lilly enquired.

"Jabe is a Dryad essentially. Sure she maybe an alien Dryad that has a whole race of people that she belongs to that don't live on earth, but she still is a Dryad. And when Dryads die their souls are reincarnated as a plant or an animal. They are born from nature then when they die they must return," the Time Vortex explained, vaguely.

Lilly sighed. God, sometimes the Time Vortex could be really annoying with vague her explanations. "What are I supposed to do, and how do I unfreeze time?"

"The unfreezing of time I cannot help you with because you froze time, only you can unfreeze it. But I can help you save Jabe's soul. I'm afraid that it is too late to save her live but you can still save her soul. Come over to her," the Time Vortex beckoned Lilly over to Jabe with one slender finger. Lilly moved over to where Jabe stood, frozen.

"Now what you need to do is to put one hand on Jabe, and try to push the time vortex inside of you into her. She will change after she has died in this life," the Time Vortex explained to Lilly. "Now I must go, there are other races, planets, galaxies that need my help. Don't worry my young cub, I will see you again, soon in fact. But in an earlier form. Or later. I can't quite remember. Or maybe haven't remembered yet. See you soon, my cub." Then in the same way she arrived she vanished, in a blaze of light. Lilly was confused at what she had meant by see "you soon but in a different form". But she ignored that vague puzzle the Time Vortex had said to her and focused on giving Jabe a second chance. She laid one hand on Jabe's forehead and tried to push the time vortex from inside herself to Jabe but it didn't seem to work. Why wasn't in working? It always worked better on Gallifrey, with the burnt orange sky and the scarlet grass, the little house where her, the Doctor and her mother lived, the great city of Arcadia…Suddenly she felt a powerful amount of energy pass through her, and into Jabe. She glowed gold then returned to her normal state, except she was frozen. Lilly took her hand off Jabe's brow, and was going to sprint over to where the lever was pushed down but suddenly she stopped, dead in her tracks. How was she going to unfreeze time? Maybe if she flicked her hand like she did when she froze time, then time would resume? It was worth a try anyway. Lilly continued to sprint over to the lever, held it down with one hand then, with the other, flicked at Jabe. Time, much to her relief, unfroze.

Jabe collapsed, her body dying. Very soon, her body was ash. Lilly watched her father turn, there was nothing he could do, back to the last fan. He turned away at the last second so he didn't see the bright twinkle of lights rise from where Jabe had been and into a glass bottle that Lilly had acquired from her pocket the moment she had seen the lights. She bottled it and put it in her pocket, then turned her attention back to the Doctor .She saw the fear in his face, something she didn't see very often. The fan up ahead was spinning impossible fast even though she was still holding down her lever. If she let go, the Doctor wouldn't even be able to see the individual blades, that's why she still held on. She could barely believe her father was even going to attempt it do it. She bit her lip and watched, that's all she could do. She couldn't pause time again, she would collapse if she did. He looked back at her and seeing that she was still alive gave him confidence. He went to take a step forward but then leapt back, the fan almost tearing into his arm in the process. She can see that he is very frightened now. She didn't know how he wasn't before.

"Earth death imminent. Planet explodes in ten, nine eight…" Lilly breathed out and began to pray to all of the gods she knew about. To keep him safe.

"Severn, six, five-" She watches as he ignores all the backgrounds noises, concentrating so hard on his task.

"Four" He was only focusing the noise of the blades, nothing else. Not the computer, not anything else but the blades. He was completely in control, so he closed his eyes and then he stepped, through the blades onto the other side. Lilly silently cheered as he got to the other side in one piece. The Doctor open his eyes and then looked back to Lilly. Their eyes connected and small smile spread over both of their faces. He ran forwards to the control panel and grabbed the massive lever. He slammed it down with a satisfactory thud!

"Raise shields!" the Doctor ordered to the computer.

"Three, two, one. Exoglass repair. Exoglass repair," the authorised voice droned. The fans had returned to their normal speed so Lilly let go of the lever. Her arms ached but she ignored it. The Doctor stepped back through the blades with ease. When he was on the other side he placed a hand on Lilly's slender shoulder. "Thank you," he said. She immediately knew what for, so no more words were needed. They reached the door again to see the smoke rising from the ash of Jabe. They stood for a moment, almost a tribute to her. Lilly's pocket felt heavy with the weight of the soul of Jabe.

The time traveling duo headed back down the wiry corridor again. The place was becoming very familiar. They headed back to the Manchester suite almost solemnly. Lilly could feel the anger building up inside him. She knew what for and the anger was well deserved anger, so she didn't say anything about it. They didn't speak the whole way there. When they reached the room Lilly and the Doctor headed for the two remaining Trees.

"I'm so sorry," he muttered. The Trees stare at him, unsure of what he is saying.

"Jabe died saving this platform. I," he looked at Lilly, "we owe her our lives." Lilly reached out a hand and held one of the trees hands. She felt the rough, bark like surface. But through that hard outer shell, lay something with so much life, so much emotion, the ability to love and care. The Doctor did the same. And then the Doctor walked over to Rose. After her dad had gone, Lilly reached into her pocket and pulled out the bottle with Jabe's soul in it.

"This is Jabe's soul. I went through a lot to get it and it is beautiful thing. Beautiful and precious. Take good care of it until you reach a place with lots of nature then release it. Her soul will become part of the land, the nature, just like she would have wanted," Lilly said, wiping away a tear.

"Thank you, little one, for returning her soul. Please accept this gift as a sign of our gratitude," the Trees said and gave her a silver ring that looked like little flowers next to each other, with the inscription "friends of the Trees", written in their native language, on the inside.

"Thank you," she solemnly said then walked over to where the Doctor and Rose were standing

"…Alright?" Rose asked, worried about the pair.

"We will be," Lilly stated angrily. She gave the Doctor a look. That was all that he needed.

"Oh, I'm full of ideas. Bristling with 'em? Idea number one: teleportation through five thousand degrees needs some kind of feed." He walked over to the two gifts Cassandra had left, studying them.

"Idea number two." Lilly continued. "This feed must be hidden nearby." And she watched as her father picked up the ostrich egg, and smashed it, with ease, in his hand. A metal device was hidden inside.

"Idea number three," the Doctor added, it was his turn to speak. "If you're as clever as me, then teleportation feed can be reversed." And with that he flicked something on the small metal device and Cassandra reappeared. "Ohh, you should have seen their little alien faces…" She stopped mid-sentence realising where she was.

"Oh," she stated simply.

"The Last Human," the Doctor stated angrily.

"So… You passed my little test, Bravo! This makes you eligible to join, um, the Human Club," she said, rather scared and unsure of what to do. Lilly didn't feel a tiny bit bad for the bitchy trampoline. She deserved everything she got coming to her.

"People have died, Cassandra. You murdered them." The Doctors face was full of anger.

"It depends on your definition of people. And that's enough of a technicality to keep your lawyers dizzy for centuries. Take me to court then. Doctor, witness the effects of beauty upon the legal system. Oh, I will dazzle them! Charm the sternest jury. Seduce the stiffest Judge. You stand in court and watch me smile and cry and flutter," she boasted, proudly.

Lilly stood still, bubbling with anger, but then she heard something that made her feel better. Cassandra creaked. "And creak?" she spat, putting as much venom into those two words as possible.

"And what?" Cassandra asked, puzzled.

"I think you'll find she said creak. You're creaking," The Doctor added, much more calmly.

"What?" Casandra repeated.

Lilly and Rose could both hear the creaking of Cassandra's skin as it dries. It's stretching too much for it to control. Good for her.

"I'm drying out! Oh sweet heavens, moisturise me, moisturise me! Where are my surgeons, my lovely boys? It's too hot," Cassandra moaned in agony.

"You put the heaters on!" Lilly reminded her, moving to stand next to her father. They both had their arms folded, watching, as she stretched, getting thinner and thinner.

"Oh dear God, have pity! Moisturise me! I'm too dry oh Doctor, Lilly - I'll do anything, I'm sorry," Cassandra pleaded with the Doctor and Lilly.

Rose stepped alongside the pair. "Help her," she begged slightly, feeling pity for the piece of skin.

"Everything has its time," the Doctor started,

"And everything dies," Lilly finished. They both used that saying a lot.

"I'm too young," Cassandra screamed. "I'm too young!"

Cassandra screamed and wailed as she stretched beyond what she should. Suddenly her skin snaps and tears, flinging off around the room. Lilly winced as the flesh splattered the walls. The time traveling duo just moved away from the now empty frame, leaving Rose slightly horrified at what they had done.

"Shuttles four and six departing. This unit now closing down for maintenance. Closing down," the automated voice said for the last time.

The Doctor and Lilly walked quietly down the hallway towards the TARDIS.

"Dad?" Lilly asked shyly.

"Yes Lilly?" The Doctor turned and looked at her.

"Do you think, we should have let her died?" Lilly asked, slightly ashamed at her actions

"You said it yourself. Everything dies"

"But do we have a right to choose when?" Lilly debated.

"No, but she changed herself. If she hadn't, she wouldn't have died. And 4000 is a good age," The Doctor stated.

Lilly nodded. She didn't feel so bad now. But then she noticed Rose wasn't with them. "Dad, where's Rose?"

"I think I know where she'll be," he said and they turned around and walked back into the Manchester suite. Rose stood glancing out the window at the remains of the Earth. Rock floating around, with a background of the expanding sun. They walked forward to join Rose, all standing still, until Rose decided to break the silence. Her mind was crying out to speak, for someone to know her feelings.

"The end of the Earth. It's gone. And we were too busy saving ourselves, no one saw it go. All these years, all that history, and no one was looking. It's just…" She paused, not sure on how to finish.

The Doctor offered out his hand. "Come with me."

And she takes his hand. Lilly took his other hand as they walked back to the TARDIS. He opened the doors headed inside. Rose just stood at the edge of the main room, comforting herself. Lilly wanted to go and comfort who but she knew that this was a time just for Rose. The Doctor and Lilly worked hard to get the TARDIS back to that particular time. Rose needed this as a reassurance that everything was okay. Once they stopped, the Doctor and Lilly gestured to the door. Rose looked at them, unsure. But Lilly nodded and she took slow tentative steps towards the door. When she opened it she was amazed to see the crowds, the normal hustle and bustle of London. Its 2005, an ordinary day on Earth.

Lilly followed as her father and left the TARDIS. They came and stood next to Rose.

"You think it's going to last forever, people and cars and concrete. But it's won't. One day, it's gone. Even the sky," the Doctor said, almost sadly. Lilly sensed what was next. What the Doctor had to say next. She squeezed his hand, to give him support to do this. He gave her a squeeze back. "Our planet's gone. It's dead. It burnt like the Earth, it's just rocks and dust. Before it's time."

"What happened?" Rose asked in a soft voice. Lilly felt the same feelings seep through her body. Feelings of sadness, pain, loss and lots of others swirling around inside. But letting Rose know what happened to them almost felt like a relief. Like they were letting something out.

"There was a War. And we lost," Lilly muttered, sadly.

"A war with who?" Rose asked, sympathetically. But this time the Doctor couldn't answer, let alone Lilly. Too painful to remember, but never better to forget. To live here and now but remember the past is what Lilly and the Doctor did every day.

"What about your people?" Rose questioned.

"We're Time Lords. We're the last of the Time Lords. They're all gone. There's just us," the Doctor informed her forlornly.

"Just us." Lilly repeated. The words seemed almost untrue yet that was the truth. "We're the only survivors, so we're left travelling on our own, 'cos there's no nothing else. "

"There's me," Rose added, hopefully.

"You've seen how dangerous it is. D'you want to go home?" the Doctor asked, a little bit sad and a little bit hopeful at the same time. Both the Doctor and Lilly looked at her with serious eyes. She could go, be safe in her little life. Or she could leave with them again, not be safe but have the adventures of a lifetime.

"I don't know. I want…" Rose paused and looked around. "Can you smell chips?" She asked. Lilly smiled but she wasn't entirely sure what "chips" were.

"Yes," the Doctor stated, chuckling.

"What are chips?" Lilly enquired, puzzled and interested at the same time. She looked up at her father, then at Rose, for an answer.

"You don't know what chips are?" Rose questioned, flabbergasted at the pure shock of Lilly not knowing what chips are.

"We're going to have to change that. I want chips," Rose stated hungrily.

"Me too." the Doctor added, smiling happily.

"Right! Before you get me back in that box, chips it is, and you can pay," Rose instructed.

Lilly scoffed at the suggestion "Like he carries any money, let alone earth money with him." She mocked the Doctor about this then winked to show she was joking. He just rolled his eyes, in a joking manner.

"What sort of date is he? Come on tightwad. Chips are on me," Rose stated, strolling towards the nearest chip shop. Lilly's stomach rumbled. Whatever these chips were she hoped they were food. She was starving.

"We've only got five billions years till the shops close," Rose added cheerfully.

"Come on!"


End file.
